This Service Level Agreement (SLA) is an integral part of the SaaS License Agreement (the “Agreement”) entered into between Hozint – Horizon Intelligence srl (“Hozint”) and the Licensee. Capitalised terms not otherwise defined in this Annex shall have the meanings given to them in the Agreement.

 

1. Scope

 

This Service Level Agreement establishes the service levels applicable to:

 

• 1. the availability of the Platform; and
• 2. Hozint’s response to technical support requests submitted by the Licensee.

 

The service levels set out in this Annex apply for the duration of the Agreement.

 

2. Platform Availability Commitment

 

Hozint shall use commercially reasonable efforts to maintain the availability of the Platform and guarantees that Qualifying Downtime shall not exceed twelve (12) hours in aggregate during each contract year.

 

For reference, twelve (12) hours of Qualifying Downtime during a 365-day contract year corresponds to approximately 99.863% annual Platform availability.

 

The twelve-hour allowance shall be calculated over the applicable contract year and shall not be calculated or apportioned on a monthly basis.

 

3. Definition of Platform Unavailability

 

For the purposes of this SLA, the Platform shall be considered “Unavailable” when the Platform, as a whole, cannot be accessed and used by the Licensee for its principal intended functions due to a technical failure attributable to systems or infrastructure under Hozint’s reasonable control.

 

A period during which the Platform is Unavailable shall constitute “Qualifying Downtime” only where:

 

• a. the conditions above are met;
• b. the Unavailability is not subject to any of the exclusions specified in Section 4 of this Annex; and
• c. the Unavailability continues for a measurable period capable of being established through Hozint’s monitoring systems, system logs or other reasonable technical evidence.

 

A reduction in performance or the unavailability, failure or degradation of an individual feature or component shall not constitute Platform Unavailability where the Platform remains accessible and its principal intended functions remain materially usable.

 

4. Exclusions from Qualifying Downtime

 

The following events and circumstances shall not constitute Qualifying Downtime and shall be excluded from the calculation of Platform availability.

 

4.1 Scheduled Maintenance

 

Any planned maintenance, upgrade, update, deployment or other scheduled technical intervention affecting the Platform, provided that Hozint gives the Licensee reasonable prior notice (at least 24 hours) where such intervention is expected to materially affect access to the Platform.

 

4.2 Third-Party Infrastructure and Cloud Provider Failures

 

Any failure, outage, interruption or degradation originating from infrastructure, systems or services provided by a third party and outside Hozint’s reasonable control, including cloud hosting providers, data centres, telecommunications providers, internet service providers, Domain Name System (DNS) providers, content delivery networks and other external infrastructure providers, provided that such failure, outage, interruption or degradation could not reasonably have been prevented or mitigated by Hozint through commercially reasonable measures.

 

For the avoidance of doubt, where Hozint’s cloud hosting provider or another critical third-party infrastructure provider experiences a service outage that prevents Hozint from making the Platform available, such period shall not constitute Qualifying Downtime to the extent that:

 

• a. the underlying failure originates within the third-party provider’s infrastructure and is outside Hozint’s reasonable control;
• b. Hozint has maintained commercially reasonable architecture, configuration, backup and recovery measures appropriate to the nature of the Services; and
• c. Hozint takes commercially reasonable steps to mitigate the impact of the outage and restore the affected Services.

 

Hozint shall not be required, solely for the purpose of satisfying this SLA, to maintain redundant infrastructure with an alternative cloud provider or to migrate the Platform to another cloud provider during a third-party provider outage.

 

4.3 Licensee or Authorised User Issues

 

Any failure or inability to access or use the Platform resulting from the Licensee’s or an Authorised User’s devices, systems, applications, software, configurations, credentials, actions or omissions.

 

4.4 Network and Connectivity Issues

 

Any failure resulting from internet connectivity, telecommunications networks, local area networks, Wi-Fi networks, firewalls, VPNs, proxies or other network infrastructure not under Hozint’s reasonable control.

 

4.5 Partial Service Degradation

 

Any reduction in performance, delay, intermittent issue, or failure or degradation affecting an individual feature, functionality, data feed, report, API, notification mechanism or other component of the Platform where the Platform remains accessible and its principal intended functions remain materially usable by the Licensee.

 

4.6 Force Majeure

 

Any Force Majeure Event as defined in the Agreement.

 

4.7 Licensee-Requested or Licensee-Caused Actions

 

Any interruption resulting from actions performed at the Licensee’s request, including configuration changes, integrations, testing or other activities specifically requested or authorised by the Licensee.

 

5. Measurement of Platform Availability

 

Platform availability shall be measured over each contract year according to the following formula:

 

Platform Availability (%) = ((Total Measurement Period − Qualifying Downtime) / Total Measurement Period) × 100

 

Only Qualifying Downtime, as defined in this Annex, shall be deducted from the Total Measurement Period.

 

Availability shall be determined using Hozint’s automated monitoring systems, infrastructure monitoring, application logs and other reasonable technical records.

 

Hozint may use an independent third-party monitoring service for the purposes of measuring and documenting Platform availability.

 

Where different monitoring sources provide conflicting results, Hozint shall reasonably assess the available technical evidence to determine whether the Platform was Unavailable within the meaning of this Annex and the duration of any resulting Qualifying Downtime.

 

6. Technical Support

 

The Licensee may submit technical support requests to:
support@hozint.com

 

The Licensee shall provide a description of the issue encountered in as much reasonable detail as possible, including any information reasonably necessary for Hozint to identify and investigate the issue.

 

Hozint shall provide an Initial Response within six (6) business hours.

 

For the purposes of this SLA, business hours are 09:00 to 17:00 CET/CEST, Monday to Friday, excluding Belgian public holidays.

 

Time falling outside these business hours shall not count towards the six-hour response period.

 

An “Initial Response” means a substantive acknowledgement by Hozint confirming receipt of the technical support request and, where reasonably possible, providing an initial assessment, requesting additional information or confirming that the matter is under investigation.

 

An automatically generated acknowledgement confirming receipt of a support request shall not, by itself, constitute an Initial Response for the purposes of this SLA.

 

The six-hour commitment applies to Hozint’s Initial Response and does not constitute a guaranteed resolution time.

 

7. Measurement of Technical Support Performance

 

For SLA measurement purposes, the response time for a technical support request shall begin when the request is received through Hozint’s designated support channel and shall end when Hozint provides the Initial Response.

 

Hozint may use its customer support or ticket-management system as the authoritative record of:

 

• the time at which the request was received;
• the time at which the Initial Response was provided;
• the applicable business hours;
• the status of the request; and
• whether the applicable response SLA was achieved.

 

Requests submitted through channels other than Hozint’s designated support channel may not be subject to the response-time commitment until they have been received through, or entered into, Hozint’s designated support system.

 

8. Service Credits – Platform Availability

 

If Qualifying Downtime exceeds twelve (12) hours in aggregate during a contract year, the Licensee may be entitled to a service credit in accordance with the following schedule:

 

 

For the purposes of calculating service credits, the annual License Fee means the total License Fee payable for twelve (12) months of access to the Services at the applicable contractual rate, irrespective of whether the Licensee is invoiced monthly, quarterly or annually.

 

Only Qualifying Downtime, as defined in this Annex, shall be taken into account when determining entitlement to a service credit. Any period excluded pursuant to Section 4 of this Annex shall not give rise to a service credit.

 

The applicable service credit shall be determined based on the total accumulated Qualifying Downtime during the relevant contract year.

 

9. Service Credits – Technical Support

 

If Hozint fails to provide an Initial Response within six (6) business hours in accordance with Section 6, the Licensee may be entitled to a service credit equal to 1% of the annual License Fee for each complete business hour by which the Initial Response exceeds the applicable SLA, subject to the maximum aggregate service credit specified in Section 10.

 

For the purposes of calculating technical support service credits, the annual License Fee shall be determined irrespective of whether the Licensee is invoiced monthly, quarterly or annually.

 

10. Maximum Service Credits and Application to Invoices

 

The total aggregate amount of all service credits arising under this SLA, including service credits relating to Platform availability and technical support, shall not exceed 15% of the annual License Fee during any contract year.

 

Service credits shall be calculated by reference to the annual License Fee applicable during the relevant contract year, irrespective of whether the Licensee is invoiced monthly, quarterly or annually.

 

Where a service credit has been validly claimed and confirmed by Hozint in accordance with Section 11:

 

• a. the service credit shall first be applied as a deduction against the next invoice issued to the Licensee;
• b. where the amount of the service credit exceeds the amount payable under the next invoice, the unused balance shall be carried forward and applied against subsequent invoices until the service credit has been fully utilised; and
• c. where the Agreement has terminated or expired and no further invoice will be issued, Hozint shall issue a credit note for any outstanding service credit and, where applicable, repay the corresponding amount within thirty (30) Business Days.

 

Service credits constitute the Licensee’s sole financial remedy for Hozint’s failure to meet the service levels specified in this Annex, without prejudice to any rights or remedies that cannot lawfully be excluded or limited under applicable law.

 

11. Service Credit Claims

 

Service credits are not applied automatically. To receive a service credit, the Licensee must submit a written claim to Hozint.

 

For service credits relating to Platform availability, the Licensee must submit its claim within thirty (30) calendar days following the end of the contract year to which the claim relates.

 

For service credits relating to Technical Support, the Licensee must submit its claim within thirty (30) calendar days following the technical support request giving rise to the alleged SLA breach.

 

The claim shall be submitted to support@hozint.com and shall contain sufficient information to enable Hozint to identify and assess the alleged SLA breach, including, where applicable:

 

• the Licensee’s organisation name;
• the relevant support ticket or incident reference, if available;
• the date and approximate time of the incident or support request;
• the nature of the alleged SLA breach; and
• any other information reasonably requested by Hozint for the purpose of assessing the claim.

 

Upon receipt of a claim, Hozint shall review its monitoring records, support ticket records, system logs and any other relevant technical evidence to determine whether an SLA breach occurred and whether the Licensee is entitled to a service credit under this Annex.

 

Hozint shall communicate the outcome of its assessment to the Licensee within a reasonable period (up to 30 days).

 

Where Hozint confirms that a service credit is due, the credit shall be applied in accordance with Section 10.

 

Failure by the Licensee to submit a claim within the applicable thirty (30) calendar-day period shall result in the Licensee forfeiting its entitlement to the relevant service credit.

 

12. SLA Records and Reporting

 

Hozint shall maintain reasonable records relating to its performance against the service levels specified in this Annex.

 

Such records may include:

 

• Platform availability statistics;
• Monitoring records;
• Incident records;
• Technical support tickets;
• Initial Response times;
• SLA compliance statistics; and
• Other reasonable management information relating to service performance.

 

Upon reasonable request, Hozint may provide the Licensee with a service performance report containing information reasonably sufficient to demonstrate Hozint’s performance against the applicable SLA commitments.

 

The provision of SLA performance information to the Licensee does not constitute an automatic claim for a service credit and does not relieve the Licensee of its obligation to submit a claim in accordance with Section 11.

 

---