Appendix 2 - Service Level Agreement ("SLA")

1. INTRODUCTION

This SLA (Service Level Agreement) governs the service levels which Indivd Services must fulfil and governs the compensation the Customer is entitled to in the event the service levels are not achieved.

2. AGREED SERVICE LEVEL

3. DEFINITIONS

• "Services" means the services that Customer has ordered, and may include Indivd Standard People Counter, Indivd Premium People Counter and Indivd Professional Services, as applicable.
• "Downtime" – The time during Service Times when Availability is not fulfilled, as described in more detail below.
• "Comprehensive Error" – An error which renders the Service unusable for the Customer or which causes a significant reduction in the performance of the Service.
• "Response Time" – The time within which troubleshooting must be commenced. Commencement of troubleshooting means that a person has actively begun to analyze the error.
• "Service Time" – The time during which the Service Levels in this SLA are measured. Stated times refer to Swedish local time unless otherwise set forth in the customer agreement.
• "Permissible Service Interruption" – Interruptions in service due to the following circumstances are Permissible Service Interruptions:
  • planned service and maintenance of which the Customer has been given notice at least seven (7) days in advance and emergency service for reasons of prevention;
  • other interruptions in service at the request of the Customer or with the Customer’s approval.
• "Availability" – Availability of the Service means that the Service is available at the stated measurement time. Availability is calculated according to the following formula:
  Availability (%) = (S-PSI-DT) / (S-PSI) x 100
  
  S = Service Time in hours
  PSI = Permissible Service Interruption in hours
  DT = Downtime in hours (downtime does not include time for interruptions in service for which Indivd is not responsible according to section 7)
  
  An example of the application of the formula is set forth below.
  • Service Time (S) is, for the month, 20 weekdays x 9 hours = 180 hours
  • Permissible Service Interruption in time (PSI) is 4 hours
  • Downtime (DT) – interruption in services is 3 hours of which the time for which Indivd is not responsible according to section 7 is 1 hour.
  • DT is therefore two hours.
    
    

4. MEASUREMENT AND REPORTING

Measuring of Availability is carried out at the connection point for the Service.

All service levels are measured per calendar month. Where the Customer requests reporting in conjunction with an order of the relevant Service, a report can be provided by Indivd on a monthly basis.

Downtime is calculated from the point in time at which the interruption in service is confirmed through reporting from Indivd’s monitoring system, through information in log books or, where this information is not available, from the point in time at which the Customer reported the error by telephone or Indivd register an error notice in the matter on its own initiative, until such time as the Service is available again.

5. THE CUSTOMER'S RIGHT TO LIQUIDATED DAMAGES IN THE EVENT OF ANY DEVIATION FROM AGREED SERVICE LEVELS 

The Customer is entitled to compensation from Indivd in the event of deviation from agreed service levels in the form of liquidated damages per month calculated as a percentage of the monthly fee for the relevant Service, as follows:

Liquidated damages, where applicable, are paid upon demand by the Customer. A demand for liquidated damages must be submitted in writing not later than three (3) months after the circumstances forming the basis for liquidated damages arose. In all other cases, the Customer’s right to liquidated damages shall be forfeited.

Where an event affects several different service levels, or service levels for several different Services, only one occasion of liquidated damages shall be payable (the maximum amount).

Any liquidated damages which Indivd is obligated to pay due to deviations from agreed service levels according to this SLA are limited to an amount corresponding to fifty (50) percent per month of the total fixed fees for the Customer’s Services during the relevant month.

6. DATA BREACH AND RESPONSE 

Response time for data breaches: As soon as a theft, data breach or exposure containing Indivd’s Protected data or Indivd’s Sensitive data is identified, the process of removing all access to that resource will begin.

Process & Team for data breaches: The Executive Director will chair an incident response team to handle the breach or exposure. The team will include (but may not be limited to): Data Protection Officer (DPO), Head of Development, Product Owner, Legal,  Communications, Human Resources and External IT-Security expertise.

Frequency of audit reports where we assess the adequacy and effectiveness of our control functions is done every 6 months.

7. LIMITATIONS

Sole remedy. Unless otherwise provided in the Agreement, the Customer's sole and exclusive remedy for any unavailability, non-performance, or other failures by Indivd to provide the Services is the right to claim liquidated damages, as specified in this SLA. Any claim for liquidated damages must be submitted in writing within the timeframe outlined in the definition of liquidated damages.

SLA Exclusions. The Service Commitment does not apply to any Unavailability that results from a suspension, as described in the Agreement, is caused by factors outside of Indivd's reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the Indivd network; that results from any actions or inactions of the Customer or any third party, that results from the equipment, hardware, software or other technology of the Customer or any third party (other than third party equipment within Indivd's direct control), that results from failures of Services not attributable to Unavailability, or that results from any Maintenance. In such cases, no liquidated damages shall be payable.

Other Factors. If availability is impacted by factors other than those used in Indivd's Monthly Uptime Percentage calculation, then Indivd may, at its discretion, consider such factors when determining the amount of liquidated damages payable, if any.

8. CONTACT INFORMATION

If you encounter any errors or deficiencies in the Service, notify Inidvd via email at support@indivd.com

Version: 1.3

Date: 11 Aug 2024