Service Level Agreement

This Service Level Agreement ("SLA") Carolien describes the service availability, support arrangements, maintenance procedures and incident management applicable to the Qmica SaaS service.

This SLA forms part of the contractual documentation applicable to the Services provided by Qmica B.V., subject to the applicable Agreement.

1.1 Account

The combination of a username and password with which the End User can access the SaaS service.

1.2 Availability

The percentage of the time that the SaaS service is accessible to the End users without

interference, measured outside a Maintenance Windows.

1.3 Appendix

An appendix to this Agreement.

1.4 Data Center

The location where the computer system (hardware and software) for the SaaS service is placed.

1.5 End user (s)

The employee (s) of the Client, who is / are enabled by the Client and the suppliers of the Client to use the SaaS service.

1.6 Evaluation

discuss the progress of the project and the cooperation.

1.7 Export

The possibility to export the converted product data in an Excel format.

1.8 Manual

The (online) manual provided by the Supplier with regard to the use of the SaaS service Qmica.

1.9 Main account

The account within the Client with which complaints / claims can be submitted to the Supplier.

1.10 Incident

A total or partial interruption or delay in the accessibility or accessibility of the SaaS service.

1.11 IPR

Copyrights, design rights, trademark rights, patent rights, database rights and all other

intellectual property rights or comparable rights, such as rights to know-how or a domain name,

registered or unregistered.

1.12 Office hours

The hours between 9 am and 5 pm on Working Days.

1.13 Supplier

The Party as described above under Parties.

1.14 Maintenance Window

The period of time during which the SaaS service does not have to be available or accessible in connection with Maintenance of the systems.

1.15 Folders

Converting Client's product information into market, customer and retail standards included in the SaaS service.

1.16 Mark standard (s)

The market standard (s) (such as GS1 and ETIM) included in the SaaS service to which the Client can map, validate and export (product) data.

1.17 Name / logo use

The name and logo of the Client which can be used by the supplier for marketing purposes of the SaaS service Qmica.

1.18 Necessary Maintenance

Incidental or unforeseen activities, which in the opinion of the Supplier must be carried out immediately in order to prevent or remedy Incidents.

1.19 Maintenance

Preventive Maintenance or Necessary Maintenance.

1.20 Party

Supplier or Client.

1.21 Preventive Maintenance

Performing planned work on the network, hardware or SaaS service to

maintain or improve the quality and availability of the SaaS service.

1.22 Product data

Product information as available from the Client

1.23 Client

The Party as described above under Parties.

1.24 Agreement

This agreement with Appendices.

1.25 Retail standard (s)

The standard (s) included in the SaaS service to which the Client or its suppliers can map, validate and publish (product) data.

1.26 SaaS Service

The full service provided by the Supplier with regard to the use of the SaaS service via a network, including the hosting of servers in a Data Center, the provision of access to the SaaS service via a website, the Maintenance, and the Support.

1.27 SLA

The Service Level Agreement associated with this Agreement.

1.28 Software

The software and functionalities that are made available to the Client and the End User via the internet or an exclusive network ("web based").

1.29 Qmica

The name of the relevant SaaS service, with which mappings between various data models are recorded and maintained.

1.30 Support

The provision of information and advice about the SaaS service by the Supplier by telephone, e-mail, via a website or by means of a helpdesk during office hours, as well as providing remote assistance in detecting and resolving Incidents.

1.31 Validation

Checking and assessing the data after mapping, before export.

1.32 Working days

Monday to Friday, with the exception of official, Dutch, national holidays.

2.1

This SLA contains the agreements between the Supplier and the Client with regard to the Availability, Service Levels, Support and Incident management of the SaaS service.

3.1

The SaaS service is available 24/7 for the end users who have been admitted to the SaaS service by the Client. The Supplier guarantees an Availability of 99%. An interruption or delay in the availability or availability of the SaaS service as a result of Maintenance or force majeure situations, such as a power failure or a network failure, does not count for the calculation of the Availability.

4.1

Access to Support is limited to authorised users who have been designated by the Customer and approved by both Parties.

4.2

Support by the Supplier does not include:

1. Services with regard to system configurations, hardware and networks of the Client;
2. Structural work, such as defining import definitions and links with third party SaaS service;
3. On-site support;
4. Expanding the functionality of the SaaS service at the Client's request;
5. Converting files and / or importing backup files;
6. Services with regard to external databases of producers other than the Supplier;
7. Support for operating and other SaaS services from producers other than the Supplier, which also includes the SaaS service from third parties that can be started from the SaaS service or connections to third-party websites;
8. Configuration, training, consultancy or other services not expressly described in this Agreement;
9. File fixes where the cause cannot be attributed to the SaaS service;
10. Support regarding the network or the internet connection;
11. Support for an environment that is not supported according to system requirements.

4.3

If End users make disproportionate use of Support, because they have insufficient knowledge of the systems and the operation of the SaaS service, Supplier can provide Training for these End User (s) in consultation with the Client. The costs of the Training are for the account of the Client.

5.1

Material amendments shall be communicated to the Contractor at least thirty (30) days before taking effect. In connection with Maintenance, the SaaS service may be temporarily unavailable or inaccessible during the following Maintenance Windows:

• On Business Days between 6:00 PM and 7:00 AM
• On weekends: from Friday 6:00 PM to Monday 7:00 AM

5.2

Necessary Maintenance is also possible outside Maintenance Windows. Necessary Maintenance

outside the Maintenance Window is reported at least 1 hour in advance. If possible, a description of the activities, the duration and a realistic estimate of the effects on the accessibility of the SaaS service are given. The resolution of highly critical Incidents, which do not tolerate any delay, will be carried out by the Supplier as soon as possible and without prior notice. A description of the intervention will be sent to the Client as soon as enough information is available.

5.3

The supplier is free to implement innovations, updates or upgrades to the SaaS service. The Supplier will inform the Client in time about innovations, updates or upgrades of the SaaS service, if these innovations, updates or upgrades are relevant for the use of the SaaS service by the Client.

6.1

An expert from the helpdesk of the Supplier will respond to an Incident reported by the End User (s) of the Client in accordance with the Security Levels as described in article 7, provided that the End User (s) of the Client can describe the Incident sufficiently clearly or reproduce, for example with a screenshot.

6.2

As soon as the Supplier's helpdesk has confirmed that the Incident has been described or reproduced by the Client with sufficient clarity, the Incident will be resolved. This service can be a Temporary Solution or a Permanent Solution. An Incident is resolved if the test by the Supplier shows that the Incident as reported by the Client no longer exists.

8.1

The Supplier's helpdesk will respond to the call for Support and will contact the Client as soon as possible (response time). The helpdesk will try to resolve all Incidents as quickly as possible (repair time).

8.2

The response times and repair times listed below are target times and not deadlines or deadlines. Exceeding these times or periods cannot directly lead to Supplier's liability, without prejudice to Supplier's responsibility for the quality and availability of the SaaS service. If a response time or repair time is exceeded by the Supplier, the Client can escalate the problem in accordance with the escalation matrix of Chapter 9.

8.3 Response times

8.4 Fix times

9.1

The Supplier shall establish and maintain a list of contact persons responsible for handling escalations.