Preamble
The user has booked the provision of SaaS services with the software provider via the eProcurement
software at www.paxly.ai. The parties agree the following provisions ("Service Level Agreement") at
in order to specify the
SaaS services to be provided under the main contract and to measure and control the quality of the SaaS services.
§ 1 Subject matter of the contract
(1) The subject matter of this Service Level Agreement is the definition of performance parameters
("Service Level") for measuring and controlling the quality of the SaaS services to be provided under the main contract
and the determination of measures in the event of non-compliance with the agreed service
level.
(2) The SaaS services to be provided under the main contract are listed in detail in the main contract
. The service description defines the SaaS services to be provided in each case according to the
scope and time frame of the service provision, service-specific obligations to cooperate
and acceptance criteria.
§ 2 Availability
(1) The Software Provider guarantees an availability of the eProcurement Software of 97%
("Availability") in the calendar year.
(2) The services are available if they have been provided or are achievable in the agreed period in accordance with the percentage availability rate agreed at
. The
availability rate is calculated as follows:
(agreed availability time - unplanned downtime)
Agreed availability time
(3) The period in which the software provider offers the user the owed SaaS services
is
Monday to Friday (working days), 7 a.m. - 6 p.m. ("agreed availability time").
(4) The period from the occurrence of the non-availability of the SaaS services within the
agreed availability time until the end of the non-availability is defined as unplanned
downtime ("unplanned downtime"). When determining the availability or the
availability rate, downtimes for which
a) the software provider is not responsible are not taken into account, in particular impairments caused by
failures and/or malfunctions of technical systems and/or network components
outside the area of responsibility of the software provider; in particular
- failures caused by incoming IT attacks. This does not apply if the
software provider is obliged to use virus protection programs and these did not correspond to the state of the art at the
time of the IT attack;
- failures caused by improper use of software or hardware by the user
;
- failures caused by specifications of the software manufacturer (e.g. installation of security patches)
.
b) maintenance work agreed with the User or unforeseen maintenance work for which the software provider
is not responsible.
(5) As agreed, the software provider shall carry out maintenance work on Saturdays between 9 a.m.
and 5 p.m.
(6) The user is obliged to notify the software provider immediately
of any malfunctions of the eProcurement software,
availability restrictions or availability failures that are recognizable to him.
§ 3 Response and rectification periods
(1) The Software Provider shall rectify any disruptions to the eProcurement Software,
availability restrictions or availability failures occurring during the term of the main contract on the
basis of the following provisions.
(2) Any disruptions occurring shall be divided by the User into the following categories at its reasonable discretion, taking
into account the interests of the Software Provider:
a) Category 1 disruption (very high priority):
disruption which causes a failure of the entire system or significant parts thereof
so that use of the same is completely or almost completely
excluded. The impairment of the user's operating procedures is so
significant that an immediate remedy is essential.
b) Category 2 fault (higher priority):
Fault which impairs the use of the system to such an extent that meaningful use of the system
is not possible or only possible with disproportionate effort.
c) Category 3 fault (normal priority):
Other faults which do not impair the use of the system or only impair it to an insignificant extent.
(3) The Software Provider shall respond to the notification of a fault by the User within
the following response periods ("Response Period"):
a) In the case of a Category 1 fault: Within one hour of receipt of the notification,
b) In the case of a Category 2 fault: Within four hours of receipt of the notification,
c) In the case of a Category 3 fault: Within one working day of receipt of the notification.
The Response Period shall commence upon receipt of the User's notification by the Software Provider. It is met by the
software provider if it informs the user of its initial assessment of the problem solution within the period specified in paragraph 3 via
.
(4) The Software Provider shall rectify the fault within the following rectification periods
("rectification periods"):
a) In the case of a Category 1 fault: Within 24 hours of receipt of the report,
b) In the case of a Category 2 fault: Within two days of receipt of the report,
c) In the case of a Category 3 fault: Within ten days of receipt of the report.
(5) It is at the dutiful discretion of the software provider which means he uses for the
elimination of a malfunction.
Should the software provider determine that it cannot successfully rectify the fault within the
specified period of time, it shall immediately inform the user of the
additional time required to rectify the fault.
(6) In the event of category 1 and 2 faults, the software provider shall provide a workaround ("work
around") until the fault has been completely rectified within the rectification period, should it not be possible to rectify the fault within this period.
§ 4 Contact persons
(1) The parties shall each define a central
contact person for the implementation of this Service Level Agreement.
(2) The contact persons are responsible for all questions relating to this Service Level Agreement
. The parties must inform the respective contact persons immediately in the event of problems within the framework of the
implementation of this Service Level Agreement. This applies in particular to
the notification of disruptions in the use of the eProcurement software as well as
technical changes at one party which may lead to disruptions at the other party.
§ 5 Remuneration
(1) The remuneration for the provision of SaaS services is regulated in the main contract. The
compliance with the service level defined in the Service Level Agreement is not remunerated separately.
(2) In individual cases, the Software Provider may invoice the User for IT services provided
if the User has reported a fault and the reported fault has occurred outside the
area of responsibility of the Software Provider.
This shall not apply if the User could not recognize that the malfunction did not occur within the Software Provider's
area of responsibility when exercising the necessary care.
§ 6 Term and termination
(1) This Service Level Agreement comes into force upon signature by both parties and
ends automatically upon termination of the main contract.
(2) Each party has the right to extraordinary termination for good cause.
(3) Termination must be in writing.
(4) Termination of this Service Level Agreement shall not terminate the main contract, unless
the main contract is also terminated by separate notice of termination.
§ 7 Liability
The General Terms of Use
of the eProcurement Software shall apply to liability under this Service Level Agreement.
§ 8 Final provisions
(1) The General Terms and Conditions of Use of the eProcurement Software shall apply in addition.
General Terms and Conditions of the User shall not apply to this Service Level Agreement
. This also applies if such conditions are not expressly contradicted.
(2) Should one of the provisions of this Service Level Agreement or a provision subsequently included in this
prove to be invalid in whole or in part, or should the Service Level
Agreement contain a loophole, the remaining contractual provisions shall remain unaffected. It is
expressly the intention of the parties to maintain the validity of the remaining provisions under all
circumstances and thus to waive § 139 BGB. The ineffective
provision shall be replaced or the loophole closed by a legally permissible provision that comes closest to the meaning
and purpose of the ineffective provision.
(3) A transfer of rights and obligations based on this Service Level Agreement
by the user to third parties requires the prior written consent of the software provider. The
consent may not be unreasonably withheld.
(4) Amendments and additions to this Service Level Agreement must be made in writing,
unless otherwise specified.
(5) Halle (Saale) is the place of jurisdiction for all disputes arising from or in connection with this Service
Level Agreement.