Service Level Agreement

This Service Level Agreement forms part of the Underlying Agreement (as defined below) between Integer Technologies B.V. and the Customer. This SLA applies to the services provided by Integer to the Customer as described in the Underlying Agreement.

Definitions

Capitalized terms not defined in this SLA shall have the meanings given to them in the Underlying Agreement.

• Underlying Agreement: the agreement describing the work to be performed by Integer, including the terms and conditions applicable thereto;
• Integer Box (also “Box”): the hardware used to connect the Customer’s end users’ energy assets to the Platform;
• Integer Platform (also “Platform”): Integer’s online software as a service (SaaS) solution designed to monitor, analyze, control and optimize the energy consumption of the Customer’s end users energy assets;
• Optimize Pro: the optimization service in which the optimization runs in the Integer Platform and the Integer Platform sends optimization commands to the Integer Box;
• Optimize: the optimization service in which, depending on the algorithm, the optimization runs locally on the Integer Box or needs external data;
• Fallback control: under Optimize, the operating mode of the Integer Box when the optimization cannot run, being either the fallback setpoints configured in the Integer Platform or the installation’s original (non-optimized) operating mode.

Article 1. Classification of malfunctions, response and resolution times

Each failure (meaning a situation where the Integer Platform and/or Box does not function, does not function fully, or does not function correctly in accordance with the agreed specifications and functionality, thereby hindering the Customer in its normal use, including but not limited to interruptions, reductions, or deviations in the monitoring, control, data integration, or user interface) is classified according to the severity and impact on the operation of the system. The classification into impact levels (priorities P1 to P4), with corresponding target response times and target resolution times, is as follows. The response times and resolution times are targets and not guaranteed service levels. Not meeting them does not constitute a breach of this SLA and does not entitle the Customer to any discount or compensation.

* The resolution time applies exclusively to malfunctions within Integer’s responsibility. On-site hardware issues, issues at third parties, or issues outside Integer’s sphere of influence may require a longer resolution time.

** ‘Working hours’ refers to the hours between 8:00 and 17:00 CET/CEST on working days.

*** ‘Working days’ means: Monday through Friday, excluding generally recognized public holidays in the Netherlands.

If an Integer Box is not reachable, Integer cannot see whether it is still operational until the connection is restored or the Integer Box is checked on site. The malfunction is therefore classified as Medium (P3) until the cause is known. If it is then confirmed that the Integer Box is or was not operational, the malfunction is reclassified as Critical (P1). A single missed optimization command is not a malfunction; it only counts towards the target in Article 3.1.

Article 2. Availability (uptime)

2.1 The following availability levels apply:

2.2 Availability (uptime) of the Integer Platform indicates the percentage of time the Integer Platform is operational and available for use by the Customer. The Integer Platform is available when users can log in and view their installations and data. Uptime is calculated as the percentage of time that the Platform is available within the measurement period, excluding scheduled maintenance periods and other exclusions as listed below.

2.3 Availability of the Integer Box indicates the percentage of time the Integer Box is operational within the measurement period, excluding scheduled maintenance periods and other exclusions as listed below. The Integer Box is operational when it is powered, running its software, logging data and capable of sending commands to the installation. This is determined from the Integer Box’s own log, including data stored locally during a connection outage and sent afterwards. Loss of the internet connection does not count as downtime if the Integer Box was operational during that time.

2.4 The following situations are not counted as downtime in the calculation of uptime:

2.4.1 Maintenance as further described in Article 7 of this SLA.

2.4.2 Circumstances beyond Integer’s reasonable control, including but not limited to: natural disasters (fire, flood, storm, earthquake); power or network outages at providers outside Integer’s sphere of influence; terrorism, war, riots or other extraordinary circumstances; government measures that impede service provision; general telecommunications or internet outages of cloud providers.

2.4.3 Interruptions or malfunctions caused (in part) by: the absence of a stable and adequate internet connection at the end user’s location; incorrect configuration, settings, or changes by or on behalf of the Customer; hardware, software, or networks of the Customer’s end users that do not meet the minimum specifications; failure of the Customer to cooperate in a timely manner in providing access, information, or support; unauthorized changes to the Platform, Box, or the configuration by the Customer.

2.4.4 Malfunctions, interruptions, or deficiencies in services, software, hardware, or systems of third parties outside the sphere of influence of Integer, including but not limited to: asset manufacturers (batteries, charging stations, HVAC, solar panels); external APIs, data providers, or integration partners; cloud or hosting providers (to the extent that the malfunction is not due to Integer’s own configuration); telecommunications and internet providers.

2.4.5 Interruptions resulting from unlawful, unauthorized, or negligent use of the Integer Platform by the Customer or the Customer’s end users, or use in violation of the Underlying Agreement or this SLA.

2.4.6 Temporary blocking or restriction of access to the Platform if this is necessary to ensure the safety, integrity, or security of the Platform, or to prevent misuse.

2.4.7 Loss of the mobile (4G/LTE) connection at the location, including outages of the mobile network operator, regardless of who supplies the SIM card.

2.4.8 Loss of power to the Integer Box at the location.

2.4.9 Disconnection, removal or switching off of the Integer Box at the location by anyone other than Integer.

2.5 If the agreed availability as stated in Article 2.1 is not met during a measurement period, Integer may, at its own discretion and in consultation with the Customer, grant appropriate compensation in the form of a discount on the invoice. The amount of any compensation will be determined by Integer on a case-by-case basis, taking into account the circumstances, the severity, and the duration of the outage.

Article 3. Optimization and operation during connection outages

3.1 For installations with Optimize Pro, Integer aims to deliver optimization commands to the Integer Box in at least 99% of the 10-minute intervals per month. This is a target and not a guaranteed service level. Not meeting this target does not constitute a breach of this SLA and does not entitle the Customer to any discount or compensation. If this target is not met, Integer will actively notify the Customer and follow up with an update on what happened. The delivery of optimization commands is not part of the availability of the Integer Platform as referred to in Article 2.

3.2 With Optimize Pro, the optimization commands are offsets to the setpoints of the installation. If the Integer Box has no internet connection or does not receive optimization commands, no offsets are applied and the installation keeps working in its original, non-optimized operating mode. Once the connection and the optimization commands are restored, optimization resumes.

3.3 With Optimize, during a connection outage, the Integer Box continues optimizing if the deployed algorithm does not use external data. If the deployed algorithm uses external data, such as weather forecasts, the Integer Box switches to the setpoints of Fallback control. Once the connection is restored, optimization resumes.

3.4 During a connection outage, the Integer Box stores data locally and sends it once the connection is restored. Depending on the number of datapoints, the Integer Box can store data for approximately 48 hours. Data from outages longer than that may be lost.

Article 4. Reports

The Customer can report malfunctions and incidents related to the Platform to Integer.

Article 5. Processing procedure

5.1 Upon receipt of a report, Integer follows the following procedure:

• Registration and confirmation: Integer registers the report in the ticketing system and sends a confirmation of receipt to the Customer with a unique ticket number.
• Classification and prioritization: Integer will assess the report and assigns a priority level (P1 to P4) in accordance with the classification in Article 1. If necessary, the Customer will be contacted for further explanation.
• Analysis and diagnosis: Integer analyzes the fault and makes a diagnosis.
• Solution and implementation: Integer implements the solution within the set resolution time corresponding to the assigned priority level. In the case of more complex malfunctions, the Customer is informed of the progress in a timely manner.
• Verification and closure: After implementation of the solution, Integer verifies that the issue has been resolved. The Customer receives a closing email containing: (i) confirmation that the issue has been resolved; (ii) a brief description of the cause; (iii) a description of the implemented solution; (iv) any recommendations to prevent recurrence.
• Escalation: if the issue cannot be resolved within the stated resolution time, Integer escalates the incident to a higher level and informs the Customer accordingly, including a revised resolution time.

Article 6. Reporting and evaluation

An SLA evaluation takes place annually, during which points for improvement and feedback are discussed.

Article 7. (Scheduled) maintenance

7.1 To ensure optimal performance, security, and stability of the Platform, Integer performs periodic scheduled maintenance on the infrastructure, software, and systems. Integer shall notify the Customer in writing of scheduled maintenance at least 5 (five) working days in advance if the maintenance is expected to make the Integer Platform unavailable or to interrupt optimization, comparable to impact level Critical (P1) or High (P2) in Article 1. For other maintenance, comparable to impact level Medium (P3) or Low (P4), Integer shall notify the Customer in writing of scheduled maintenance at least 1 (one) working day in advance. The Customer is responsible for informing its own end-users if applicable.

7.2 In exceptional cases, it may be necessary to perform urgent maintenance without observing the usual notice period, for example (without limitation) in the event of an acute security threat or vulnerability, a critical failure that can only be remedied by a system update, or a serious disruption that threatens the stability of the Platform. In such cases, Integer endeavors to inform the Customer as soon as possible about the maintenance, the reason, and the expected duration.

7.3 Temporary unavailability during announced scheduled maintenance or urgent maintenance is not included in the uptime calculation as referred to in Article 2.

Article 8. Limitation of liability

The limitation of liability as set out in the Underlying Agreement applies to Integer’s liability towards the Customer under this SLA.

Article 9. Other provisions

9.1 This SLA forms an integral part of the Underlying Agreement. The services as described in this SLA are included in the fee for the Underlying Agreement. This SLA enters into force on the date of the Underlying Agreement and remains in effect for the duration of the Underlying Agreement.

9.2 Integer reserves the right to revise the SLA annually. Changes will take effect upon written notice to the Customer with a notice period of 30 days.

Article 10. Applicable law and dispute resolution

The applicable law and dispute resolution as included in the Underlying Agreement apply to this SLA.