Service Level Agreement

Preamble

The User has booked the provision of SaaS services via the eProcurement Software at www.paxly.ai from the Software Provider. In order to specify the SaaS services to be provided under the main contract and to measure and monitor the quality of the SaaS services, the parties agree on the following provisions (the "Service Level Agreement").

§ 1 Subject Matter of the Contract

(1) The subject matter of this Service Level Agreement is the definition of performance parameters ("Service Levels") for measuring and monitoring the quality of the SaaS services to be provided under the main contract, as well as the determination of measures in the event of non-compliance with the agreed Service Levels.

(2) The SaaS services to be provided under the main contract are set out in detail in the main contract. The service description defines the respective SaaS services to be provided in terms of the scope and time frame of the provision of services, service-specific cooperation obligations and acceptance criteria.

§ 2 Availability

(1) The Software Provider guarantees an availability of the eProcurement Software of 97% ("Availability") per calendar year.

(2) The services are available if they have been provided or are accessible during the agreed period in accordance with the agreed percentage availability rate. The availability rate is calculated as follows:

(agreed availability time − unplanned downtime) / agreed availability time

(3) The period during which the Software Provider offers the User the SaaS services owed is Monday to Friday (business days), 7 a.m. – 6 p.m. ("agreed availability time").

(4) The period from the occurrence of the unavailability of the SaaS services within the agreed availability time until the end of the unavailability is defined as unplanned downtime ("unplanned downtime"). When determining availability or the availability rate, downtimes are disregarded that

a) the Software Provider is not responsible for, in particular impairments based on failures and/or malfunctions of technical systems and/or network components outside the Software Provider's area of responsibility; in particular

• failures caused by incoming IT attacks. This does not apply if the Software Provider is obliged to use antivirus programs and these did not correspond to the state of the art at the time of the IT attack;
• failures resulting from improper use of software or hardware on the part of the User;
• failures resulting from specifications of the software manufacturer (e.g. installation of security patches).

b) are maintenance works agreed with the User or unforeseeably necessary for which the Software Provider is not responsible.

(5) As agreed, the Software Provider carries out maintenance works on Saturdays between 9 a.m. and 5 p.m.

(6) The User is obliged to notify the Software Provider without undue delay of any disruptions to the eProcurement Software, availability restrictions or availability failures that are recognizable to them.

§ 3 Response and Resolution Times

(1) The Software Provider will remedy disruptions to the eProcurement Software, availability restrictions or availability failures occurring during the term of the main contract on the basis of the following provisions.

(2) Disruptions that occur are categorized by the User at their reasonable discretion, taking into account the interests of the Software Provider, into the following categories:

• a) Category 1 disruption (very high priority): a disruption that causes a failure of the entire system or essential parts thereof, such that its use is completely or almost completely precluded. The impairment of the User's operational workflow is so significant that immediate remedy is essential.
• b) Category 2 disruption (higher priority): a disruption that impairs the use of the system to such an extent that meaningful use of the system is not possible or only possible with disproportionate effort.
• c) Category 3 disruption (normal priority): other disruptions that do not impair the use of the system or only impair it insignificantly.

(3) The Software Provider responds to the notification of a disruption by the User within the following response times ("Response Time"):

• a) For a Category 1 disruption: within one hour of receiving the notification,
• b) For a Category 2 disruption: within four hours of receiving the notification,
• c) For a Category 3 disruption: within one business day of receiving the notification.

The Response Time begins upon receipt of the User's notification by the Software Provider. It is met by the Software Provider if it informs the User of its initial assessment of the problem solution within the period specified in para. 3.

(4) The Software Provider remedies the disruption within the following resolution times ("Resolution Times"):

• a) For a Category 1 disruption: within 24 hours of receiving the notification,
• b) For a Category 2 disruption: within two days of receiving the notification,
• c) For a Category 3 disruption: within ten days of receiving the notification.

(5) It is at the dutiful discretion of the Software Provider which means it uses to remedy a disruption. Should the Software Provider determine that it cannot successfully remedy the disruption within the specified time period, it must inform the User without undue delay of the additional time required to remedy the disruption.

(6) In the presence of Category 1 and 2 disruptions, the Software Provider provides a workaround ("work around") until the complete remedy of the disruption within the resolution time, should the disruptions not be able to be remedied within this period.

§ 4 Contact Persons

(1) For the implementation of this Service Level Agreement, the parties each designate a central contact person.

(2) The contact persons are responsible for all matters concerning this Service Level Agreement. The parties must inform the respective contact persons without undue delay of problems arising in the course of implementing this Service Level Agreement. This concerns in particular the notification of disruptions in the use of the eProcurement Software as well as technical changes at one party that may lead to disruptions at the other party.

§ 5 Remuneration

(1) The remuneration for the provision of the SaaS services is governed by the main contract. Compliance with the Service Levels defined in this Service Level Agreement is not remunerated separately.

(2) In individual cases, the Software Provider may invoice the User for IT services rendered if the User reported a disruption and the reported disruption occurred outside the Software Provider's area of responsibility. This does not apply if the User, exercising the necessary care, could not have recognized that the disruption did not occur within the Software Provider's area of responsibility.

§ 6 Term and Termination

(1) This Service Level Agreement comes into force upon signature by both parties and ends automatically upon termination of the main contract.

(2) Each party has the right to extraordinary termination for good cause.

(3) Termination requires text form (e.g. email).

(4) The termination of this Service Level Agreement does not end the main contract, unless the main contract is also terminated by a separate notice of termination.

§ 7 Liability

The General Terms of Use of the eProcurement Software apply to liability under this Service Level Agreement.

§ 8 Final Provisions

(1) The General Terms of Use of the eProcurement Software apply additionally. General terms and conditions of the User do not apply to this Service Level Agreement. This also applies if such terms are not expressly objected to.

(2) Should one of the provisions of this Service Level Agreement, or a provision incorporated into it at a later date, prove to be wholly or partially invalid, or should the Service Level Agreement contain a gap, the remaining contractual provisions shall remain unaffected. It is the express will of the parties to thereby maintain the validity of the remaining provisions under all circumstances and thus to exclude the application of § 139 BGB. In place of the invalid provision, or to fill the gap, a legally permissible provision shall apply that comes closest to the meaning and purpose of the invalid provision.

(3) A transfer of rights and obligations based on this Service Level Agreement by the User to third parties requires the prior written consent of the Software Provider. Consent may not be unreasonably withheld.

(4) Amendments and additions to this Service Level Agreement require text form (e.g. email), unless otherwise provided.

(5) Leipzig is the place of jurisdiction for all disputes arising from or in connection with this Service Level Agreement.