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: the hardware used to connect the Customer’s end users’ energy assets to the Platform
• Integer 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.

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 response times and target resolution times, is as follows

* 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.

Article 2. Availability (uptime)

2.1 Availability (uptime) indicates the percentage of time the Integer Platform is operational and available for use by the Customer. Uptime is calculated as the percentage of time that the Platform is available and functional within the measurement period, excluding scheduled maintenance periods and other exclusions as listed below. The following availability levels apply to the Platform:

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

2.2.1 Maintenance as further described in Article 6 of this SLA.

2.2.2 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.

2.2.3 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.

2.2.4 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.

2.2.5 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.

2.2.6 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.

2.3 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. Reports

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

Article 4. Processing procedure

4.1 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 5. Reporting and evaluation

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

Article 6. (Scheduled) maintenance

6.1 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 impact level is Critical (P1) or High (P2). If the impact level is 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.

6.2 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.

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

Article 7. 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 8. Other provisions

8.1 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.

8.2 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 9. Applicable law and dispute resolution

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