1 Subject matter of the contract
The subject matter of this Service Level Agreement (“SLA”) is (i) the regulation of the access to the Software owed by the Provider under the Software-as-a-Service Agreement in terms of time (availability of the Software) and (ii) the services to be provided by the Provider in the context of the use of the Software by the Customer.
2 Availability of the software
2.1 The software is available to the customer for use at the transfer point (cf. Section 2.2 SaaS Contract), except during the downtimes specified in Section 2.2 below.
2.2 When calculating the availability of the software, downtimes not attributable to the Provider shall be deemed to be available times. These different downtimes are
(a) maintenance or other services agreed or coordinated with the customer (e.g. updates, data backups, etc.), as a result of which access to the software is not possible;
(b) unforeseen maintenance work that becomes necessary if this work was not caused by a breach of the Provider’s obligations to provide the services (force majeure, in particular unforeseeable hardware failures, strikes, natural events, etc.);
(c) downtimes due to virus or hacker attacks, insofar as the provider has taken the agreed protective measures or, in the absence of an agreement, the usual protective measures;
(d) Downtimes due to specifications of the customer, due to unavailability of the customer’s equipment or due to other interruptions caused by the customer (e.g. failure of the customer to cooperate);
(e) Downtime extensions caused by the customer blocking console or remote access;
(f) Downtimes of the cloud infrastructure operated by Microsoft (see Section 2.3 SaaS Contract);
(g) Downtime for the installation of urgently required security patches;
(h) Downtimes due to software errors in customer applications or due to errors in the system and system-related software caused by customer applications or data;
(i) Downtimes caused by third parties (persons not attributable to the Provider).
3 service level categories
3.1 The customer can choose between the service level categories Basic, Premium and Enterprise for the use of the software.
3.2 The Provider undertakes to comply with the service levels described in Section 4 below, depending on the service level category selected by the Customer.
4 service levels
4.1 Service hours
The Provider’s service hours are from Monday to Friday, except on public holidays in Austria (each a “working day”), from 8:00 a.m. to 4:00 p.m. CEST (in summer) / CET (in winter).
4.2 Fault categories
Faults that are subject to the provisions of this SLA are classified into the following fault categories:
A: Process interruption: The customer’s process/use case can no longer be carried out due to the disruption.
B: Workaround outside Testify: The customer’s use case can be carried out despite the disruption using tools (workaround outside Testify).
C: Workaround in Testify The customer’s use case can be carried out despite the disruption using an alternative route (workaround within Testify).
4.3 Response times and start of rectification
Upon receipt of a proper fault report from the customer, the Provider undertakes, depending on the Basic, Premium or Enterprise service level category agreed with the customer, to start analyzing the fault and, if possible, preparing potential solution concepts within the response times specified below at the latest. The actual development and implementation of the solution to eliminate the fault in the productive system is not part of these response times. The customer therefore has no claim to the elimination of a fault within the response times.
Basic Premium Enterprise
Category Response time Response time Response time
A 8 h 6 h 4 h
B 16 h 12 h 8 h
C 32 h 24 h 16 h
The specified hours (h) correspond to working hours. 1 (one) working day within the meaning of point 4.1. corresponds to 8 (eight) hours (h).
5 Fault message
The customer shall only report faults in the software via the help center provided by the Provider (https://support.testify.io) or by e-mail to support@testify.io exclusively through a trained and authorized employee (“key user”). If the Customer reports a fault, he shall provide the Provider with a description of the fault. When reporting the fault, the customer must indicate which key users are available to the Provider as contact persons at the customer for this fault and how they can be reached by telephone. The key users must be named in such a way that the Provider can always contact one of the named key users directly during the duration of the fault, at least during the customer’s business hours.
6 Remuneration
6.1 The Customer shall pay the Provider for the provision of the services under this SLA in accordance with the Basic, Premium or Enterprise service level category agreed with the Customer at the price of the Provider’s offer in accordance with Annex ./1 valid at the time of conclusion of the contract.
6.2 Unless otherwise agreed, the fee is due for payment in advance on the first working day of the agreed billing period (annually) by bank transfer to the bank account specified by the Provider. All contractually agreed fees are subject to statutory VAT.
6.3 Objections to the billing of the services provided by the Provider must be raised by the customer in writing to the office indicated on the invoice within a period of eight weeks after receipt of the invoice. After expiry of the aforementioned period, the invoice shall be deemed to have been approved by the customer.
6.4 If the Customer has reported a fault to the Provider and it turns out after an inspection that the fault did not occur within the Provider’s sphere of influence, the Provider may charge the Customer for the services provided to identify the fault at the Provider’s hourly rates applicable to such services (see Annex ./1), unless the Customer could not have recognized, even with the necessary care, that the fault did not occur within the Provider’s data network.
7 Contract language
The parties have concluded the contract in a German and an English version. Only the German version is authoritative for the legal effects between the parties.