Addendum to the Terms of Use (ToU) for Enterprise Packages

“ITEMIS” means the itemis legal entity determined in accordance with Terms of Use (Contracting Entity), which enters into this agreement with the Customer and provides the SaaS offering.

1. Scope and Priority

1.1. Applicability

This Service Level Agreement ("SLA") is an integral part of the service agreement between ITEMIS and the Customer, provided the Customer has subscribed to an Enterprise Service Package that explicitly includes this SLA.

1.2. Precedence

In the event of a conflict between the terms of this SLA and the general Terms of Use (ToU), this SLA shall take precedence regarding the specific service levels, availability, and Service Credits outlined herein. All other terms of the ToU remain fully applicable.

1.3. Point of Handover

The calculation of Availability begins at the router output to the Internet of ITEMIS’s hosting facility.

2. Guaranteed Service Levels (Availability)

2.1. Guaranteed Uptime

ITEMIS guarantees a minimum Monthly Uptime Percentage ("Availability") for the ITEMIS Service as follows:

Service Level Guaranteed Monthly Uptime Percentage

Enterprise

99.9%

2.2. Calculation

Monthly Uptime Percentage is calculated as:

\[\text{Availability} = \frac{(\text{Total Minutes in Month} - \text{Total Downtime Minutes})}{\text{Total Minutes in Month}} \times 100\]

2.3. Definition of Downtime

"Downtime" refers to periods when the ITEMIS Service is unavailable for use by the Customer due to a failure in the infrastructure or Software directly controlled by ITEMIS, and not including Exclusions (see section Section 2.4). Downtime is measured from the moment the Customer reports the unavailability until the Service is restored.

2.4. Exclusions (Time Not Counted as Downtime)

The following periods are excluded from the Availability calculation:

a) Scheduled Maintenance, provided it is announced at least 48 hours in advance and does not exceed the limit set in the ToU (48 hours per calendar year).

b) Downtime caused by factors outside the reasonable control of ITEMIS (e.g., force majeure, widespread internet failures, failures of the Customer’s infrastructure).

c) Downtime caused by the Customer’s breach of the ToU (e.g., non-payment, prohibited use, failure to perform cooperation duties).

d) Downtime caused by the Customer’s use of unsupported software or services, or unauthorized changes to the Service.

3. Guaranteed Service Levels (Support)

3.1. Support Hours

Enterprise Support is available Monday to Friday, 07:00 – 19:00 CET, excluding public holidays in Dortmund, Germany.

3.2. Incident Classification and Response Times (Service Level Objective - SLO)

ITEMIS will classify support tickets based on the severity of the incident and guarantees the following maximum initial response times (within Support Hours):

Priority Level Description Guaranteed Response Time (SLO)

P1 (Critical)

Service completely unavailable for all Users, production system down, severe security vulnerability.

< 1 hour

P2 (High)

Major functional degradation affecting multiple Users, no immediate workaround available.

< 4 hours

P3 (Medium)

Minor issue or non-critical functional degradation, acceptable workaround exists.

< 1 Business Day

P4 (Low)

General questions, feature requests, cosmetic errors, documentation issues.

< 3 Business Days

3.3. Definition of Response Time

The time from the receipt of a properly classified ticket by ITEMIS until the initial reaction of an ITEMIS support engineer (e.g., acknowledgement, beginning of investigation, or initial request for information).

4. Service Credits (Customer’s Sole Remedy)

4.1. Remedy

If the Monthly Uptime Percentage (section Section 2.1) falls below the guaranteed level, the Customer is entitled to a Service Credit, calculated as a percentage of the Monthly Fee for the affected Software component.

Monthly Uptime Percentage (Availability) Service Credit (as % of Monthly Fee)

< 99.9% but ≥ 99.0%

5%

< 99.0% but ≥ 98.0%

15%

< 98.0%

30%

4.2. Maximum Credit

The maximum cumulative Service Credit awarded in any single calendar month shall not exceed 30% of the Monthly Fee for the affected Service.

4.3. Credit Application

Service Credits are calculated at the end of the calendar month and applied as a discount against a future invoice. Service Credits are not redeemable for cash.

4.4. Sole Remedy

The Service Credit is the Customer’s sole and exclusive remedy for any failure by ITEMIS to meet the guaranteed Availability or the Support Response Times under this SLA.

5. Claims Process

5.1. Claim Submission

To receive a Service Credit, the Customer must submit a written claim to ITEMIS (e.g., via email to [email protected]) within 30 days after the end of the month in which the failure occurred.

5.2. Required Information

The claim must include the dates and times of the reported incidents and a summary of the claimed Downtime or failed Response Times.

5.3. Validation

ITEMIS will validate the claim using its own system logs and data. Non-validated or unrecorded claims will be denied.

6. Termination Right

A breach of the Guaranteed Uptime does not automatically constitute a good cause for extraordinary termination. However, if the Monthly Uptime Percentage falls below 97.0% for two (2) consecutive months, the Customer may terminate the Agreement for good cause by providing written notice.