1. Introduction.  

This Service Level Agreement (“Service Level Agreement” or SLA”) relates to the Services provisioned by The Ecological Entrepreneur and is part of the Agreement. In the event of a conflict between the Terms of Service and any provision of the SLA, the latter shall govern and prevail.

2. Definitions.  

Capitalized terms used in this SLA and not separately defined herein, shall have the respective meanings ascribed to such terms in the Terms of Service. As used in this SLA, the following terms shall have the following meaning:

“Customer Authorized Staff” means the authorized representatives formally assigned by the Customer in writing and approved by The Ecological Entrepreneur. The list of Customer Authorized Staff may be updated from time to time by the Customer on written notice to The Ecological Entrepreneur. The persons listed as Customer Authorized Staff, which are maximum 10 individuals, are the sole persons that may submit Incidents to The Ecological Entrepreneur;

“Customer Induced Incident” means an incident caused by (i) abuse or misuse of the Services by the Customer or its Authorized Users, (ii) out of scope use of the Services, (iii) any modification or addition to the Services or the configuration of the Services that is performed without prior written consent of The Ecological Entrepreneur, (iv) the use of incorrect data or incorrect integration, or (v) the failure of any (third party or Customer’s) hardware and/or software;

“Completed Incident Report” means a report completed by Customer, including the minimum required information as outlined in this SLA, and submitted to The Ecological Entrepreneur via the support ticketing system made available by The Ecological Entrepreneur;

"Emergency Downtime” means downtime as determined by The Ecological Entrepreneur at its sole discretion to be required for emergency maintenance or assessment;

“Error” means a defect in the Services. Errors may be categorized by The Ecological Entrepreneur as Incidents or Customer Induced Incidents;

“Incident” means a malfunctioning of the Services (Customer Induced Incidents not included);

“Out of Scope Support Requests” means any support requests relating to or arising as a result of Customer Induced Incidents;

“Priority Level” means the level assigned to a reported Incident based on the description of the Incident;

“Response Time” means the time between an Incident being reported by means of a Completed Incident Report to The Ecological Entrepreneur and the written acknowledgement from The Ecological Entrepreneur that the Completed Incident Report has been received. Response Times are target response times, as the actual Response Time is dependent on the level of access and assistance provided by the Customer. In case The Ecological Entrepreneur requires additional information from the Customer to be able to understand the Incident, The Ecological Entrepreneur will notify the Customer. The time between requesting such information and its receipt, shall not qualify as Response Time. For the calculation of the Response Time, following periods are not considered: (i) time between request by The Ecological Entrepreneur to the Customer of information needed to progress the investigation and the receipt thereof; (ii) time between the request for remote access and the actual access grant to The Ecological Entrepreneur (if applicable), and (iii) any time which falls outside of a Business Day;

“Supported Versions” means the most recent new version of the Services;

“Update Frequency" means the target interval time during Business Days for delivering updates to the Customer on an Incident which is pending investigation;

“Uptime” means the time that the Services is available for access and use by Customer and its Authorized Users;

“Support Desk” means the support desk operated by The Ecological Entrepreneur to which Customer’s Authorized Staff may reach out to for support purposes. Opening hours of the Support Desk are from 9am to 5pm (CET) during Business Days, excluding Belgian public holidays.

3. Access to Support Services

3.1 During the Term and provided that the Customer complies with the Agreement (including, without limitation, all payment obligations) and this Service Level Agreement, Customer is entitled to: (a) access to Support Desk operated by The Ecological Entrepreneur via the support button made available in the Services (or via support@t-ee.eu in case the helpdesk portal is unavailable); and (b) Support Services in accordance with this Service Level Agreement.

3.2. Customer shall appoint one or more individuals as Customer Authorized Staff. Only Customer Authorized Staff are authorized to request Support Services and engage with the Support Desk. Whenever Customer requires The Ecological Entrepreneur to perform Support Services, Customer shall submit a Completed Incident Reports via its Customer Authorized Staff only.

3.3. Before submitting a Completed Incident Report, the Customer shall make reasonable efforts to confirm and investigate any Error and/or Incident encountered by the Customer or the Authorized Users. Customer acknowledges and agrees that any Out of Scope Support Requests fall outside the scope of this Service Level Agreement. In order for The Ecological Entrepreneur to support any Out of Scope Support Requests, The Ecological Entrepreneur and the Customer should first agree on the scope, provision of support, and any additional fees payable by the Customer. The Ecological Entrepreneur is not obliged to support any Out of Scope Support Requests.

4. Customer’s Obligations related to Support Services

4.1. Customer warrants and represents that:

• it has performed all reasonable efforts to determine whether an Error is considered an Incident or a Customer Induced Incident;
• it will notify The Ecological Entrepreneur as soon as possible after the occurrence of any Error and/or Incident that requires The Ecological Entrepreneur to perform Support Services;
• it will provide all reasonable assistance to The Ecological Entrepreneur necessary to reproduce and demonstrate any Error and/or Incident;
• it will supply The Ecological Entrepreneur with all documentation, test cases, sample data and anything else reasonably required by The Ecological Entrepreneur to investigate and rectify the Incident;
• Completed Incident Reports, including any attached documentation, will exclude Confidential Information, Personal Data (aside from contact details for the Support Contact Person, as defined below), and any other sensitive information and Customer will refrain from sharing such aforementioned data with The Ecological Entrepreneur when The Ecological Entrepreneur is providing Support Services.
  

4.2. Customer shall include at minimum the following information when contacting the Support Desk:

• Contact information of the individual responsible for coordinating with The Ecological Entrepreneur regarding the Incident, possessing the required knowledge and availability to support The Ecological Entrepreneur’s provision of Support Services (the “Support Contact Person”);
• The perceived impact on the Customer’s business or operations;
• Any other pertinent information requested by The Ecological Entrepreneur in the submission form available on the support ticketing system to help The Ecological Entrepreneur understand the Incident, or any other relevant information The Ecological Entrepreneur may reasonably request.
  

5. Support Services provided by The Ecological Entrepreneur

5.1. During the Term and provided that the Customer complies with the Agreement (including, without limitation, all payment obligations) and this Service Level Agreement, The Ecological Entrepreneur will provide Support Services to the Customer (in Dutch or English only) for Incidents related to the Services. Support Services are provided for Supported Versions of the Services used in the Customer’s production environments only, excluding any Out of Scope Support Requests.

5.2. Upon receiving a Completed Incident Report, The Ecological Entrepreneur will make commercially reasonable efforts to investigate the source of the Incident and determine whether it is caused by the Services or results from a Customer Induced Incident. The Ecological Entrepreneur will, at its sole discretion, assign a Priority Level to the Incident and will provide Support Services in accordance with this Service Level Agreement.

6. Priority Levels

6.1. Based on the respective circumstances and impact of an Incident, the following Priority Levels shall apply:

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7. Response Times and Update Frequencies

7.1. Based on the respective Priority Level assigned to an Incident, the following target Response Times and target Update Frequencies apply:

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7.2. Actual Response Times and Update Frequencies are dependent on the level of access and assistance provided by the Customer and shall be calculated from the moment The Ecological Entrepreneur is provided with (i) the necessary diagnostic information, and (ii) where access to the Customer’s systems is required, the necessary access to the Customer’s systems.

7.3. The Ecological Entrepreneur may in its sole discretion determine which resolution fits best to a specific Incident when providing Support Services. Such resolution may (without be limited hereto) include a product patch or workaround.

8. Uptime of the Services
8.1. The Ecological Entrepreneur’s target objective for Uptime of the Services is 99.5% during Business Days, measured by the total minutes that the Services is available to Authorized Users within a given calendar year during the Term, excluding any unavailability resulting from Uptime Exceptions (referred to as “Services Availability”).

8.2. For purposes of calculating the Services Availability, the following events will be considered exceptions and will not be counted as unavailability or service level failures related to the Services:

1. Customer fault;
2. Force Majeure event;
3. Scheduled Maintenance;
4. Emergency Downtime;
5. Connectivity issues on the part of Customer or its Authorized User(s);
6. Any failure, interruption, outage, or issue with software, hardware, systems, networks, facilities, or other components not supplied by The Ecological Entrepreneur;
7. Any disabling, suspension, or termination of the Services by The Ecological Entrepreneur in accordance with the Agreement.

(each, an “Uptime Exception,” and collectively, “Uptime Exceptions”)

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