Service Level Agreement - Professional

1. Definitions

This Service Level Agreement forms an integral part of Quentral's General Terms and Conditions fully implementing the provisions contained therein. Unless otherwise defined and indicated in this Service Level Agreement, all capitalized terms used herein shall have the same meaning as defined in Quentral S.r.l.'s General Terms and Conditions.

Capitalised terms used in this Service Level Agreement shall have the following meaning:

1.1. "Service Level Agreement also referred to as SLA": means the contract tool through which the metrics of the service are determined (i.e. quality of the service) which must be complied with by a service provider towards its customers/users.

2. Scope of this Agreement

2.1. The objective of this SLA is to set out the parameters for the provision of the Service and for monitoring its level of quality. The objective of this SLA is also to define the rules of interaction between QUENTRAL and the CUSTOMER. This SLA forms an integral part of the Contract between QUENTRAL and CUSTOMER.

2.2. This SLA is entirely subject to the provisions set forth in the General Terms and Conditions that govern any Agreement entered into between QUENTRAL and the CUSTOMER.

2.3. This SLA determines the levels of service for the maintenance and support of the Services provided to the CUSTOMER by QUENTRAL, including the provision of services, the applications management, support, system administration, network administration and data backup and storage.

2.4. The fees paid by the CUSTOMER for the provision of the Services include the maintenance and assistance as provided for under this SLA.

2.5. This SLA expressly excludes the following:

• Installation, configuration and technical support for equipment or operating systems belonging to the CUSTOMER.
• Technical support, consultation or problem solving related to software applications other than those provided by QUENTRAL and described in this Service Level Agreement.
• Problem solving arising from negligence of the Customer or of the end Users of the Services, especially where there is incorrect data entry, data loss resulting from negligence, log in errors due to negligent management of the authentication information or errors caused by code modification.
• The use of the Services in an operating environment which does not meet the minimum system requirements as set forth below in this SLA. Should the CUSTOMER ask QUENTRAL for the supply of the excluded services as described above, the CUSTOMER agrees to pay for such services that will be provided by QUENTRAL based on the rates applied by the latter.
• Training activities of any kind.

3. Term, validity, amendments or replacement of the SLA

3.1. The services and support activities under this SLA shall commence on the initial effective date specified in the Contract and shall end on Contract termination date upon term expiration, termination and/or for any other reason that resulted in Contract termination.

3.2. QUENTRAL shall have no obligation to provide any support after expiration or termination of the Contract.

3.3. QUENTRAL reserves the right to amend the SLA and/or replace it at any time during the Contract term. Any amendment to the SLA, compared to the previous version, shall come into effect from their publication date on the page selfcommunity.com. In such cases, the CUSTOMER is entitled to terminate the Contract within 30 days from the date of publication of the occurred amendment and/or replacement of the SLA. The provisions under the General Terms and Conditions shall apply to the CUSTOMER's right to termination.

4. Service Levels under the SLA

5. Technical Contacts

5.1. The CUSTOMER appoints the technical contacts who act as a liaison between CUSTOMER and QUENTRAL for the submission of support requests, reporting problems and any other needs related to the support. The CUSTOMER guarantees and undertakes that the technical contacts appointed have an adequate knowledge of the Services.

5.2. The technical contacts are expected to be able to reproduce and/or describe in an adequately detailed manner any problems communicated and reported to QUENTRAL.

5.3. Support requests submitted to QUENTRAL by the technical contacts should be made using all the support tools provided by QUENTRAL, such as the online documentation related to the Services and/or any other material provided by QUENTRAL to the CUSTOMER upon delivery of the Services.

5.4. QUENTRAL reserves the right to review and revise the support requests submitted by the technical contacts and can offer the CUSTOMER training activities for such technical contacts to help them gain a better knowledge of the Software and avoid this way support requests which could be avoided if there had been such adequate training. Should CUSTOMER prefer not to opt for such training, the hours of support carried out by QUENTRAL for the CUSTOMER shall be charged and invoiced to the latter at QUENTRAL's rates, in force at the time of the request, in accordance with the provisions of the General Terms and Conditions.

6. Support

6.1. As per point 4 above, QUENTRAL commits to make all reasonable and necessary endeavours to provide a fast and effective support to the CUSTOMER during working hours.

6.2. The CUSTOMER shall establish and maintain a support service dedicated to its Users, to that effect the CUSTOMER undertakes to set up an adequate organisational solution that guarantees an adequate response to User's requests. Such dedicated support shall include but shall not be limited to: i) response to Users of the Service in relation to inquiries about the performance, functionality or operation of the Services; ii) direct response to Users with regard to reported problems on the fruition of the Service; iii) verification of any problems related to the Service and, where possible, resolving such problems.

6.3. If the CUSTOMER cannot solve and/or understand the problem related to the Software despite reasonable efforts, the CUSTOMER can contact QUENTRAL for a second level support which provides for: i) diagnosis of any Software problems; and ii) reasonable endeavour to solve the reported errors verifiable in the Software, in order to guarantee that the Software
performance level is up to established standards.

6.4. Any support that goes beyond the provision of Services, such as consultancy on the Users Community management, on issues relating to Contents or on project management, can be supplied by QUENTRAL upon CUSTOMER's request as a paid service, with rates and invoicing arrangements that are separate from the fee paid by the CUSTOMER for the provision of
the main Services.

7. Availability and downtime

7.1. QUENTRAL shall undertake reasonable efforts to maintain the Uptime level (time during which a server is active and regularly accessible through the Web, hereinafter "Uptime") in accordance with the percentage coefficients set out in the SLA levels under paragraph 3. Scheduled downtime is not included in the calculation of the Uptime.

7.2. QUENTRAL reserves the right to temporarily suspend the Services in order to carry out routine maintenance activities.

7.3. In case of scheduled suspensions of the Service, QUENTRAL shall inform the CUSTOMER about the scheduled interventions on Software and hardware security and maintenance, with no less than 5 working days’ notice.

7.4. QUENTRAL reserves the right to temporarily suspend the Services, without notice, in order to carry out an emergency maintenance on the Services should QUENTRAL consider the performance or security of the Services to be at risk.

8. Backup

All CUSTOMER's data shall undergo weekly backups.

9. Priority and response to requests

9.1. Primary support for responding to problems reported by the CUSTOMER is guaranteed during QUENTRAL's standard working hours.

9.2. QUENTRAL may require additional information from the CUSTOMER, and in such cases the expected response time will significantly depend on the CUSTOMER's reaction time.

9.3. Timelines:

• Initial response to the CUSTOMER's reporting a problem: 8 working hours, together with the response QUENTRAL may request and/or need additional information.
• Feedback provided by QUENTRAL to the CUSTOMER on impact assessment, provision of alternative solutions and an estimate of expected/required time for the solution: 16 working hours since the take in charge of email or ticket.
• Subsequent implementation of the solution by QUENTRAL and related report to the CUSTOMER.

9.4. Should QUENTRAL deem it appropriate for the quality of the Service, it may decide to rely on Third Parties to implement the chosen solution. In such cases the costs related to the works carried out by such Third Parties shall be borne by QUENTRAL.

10. System requirements

10.1. QUENTRAL guarantees the above mentioned levels for the Services provided that the CUSTOMER meets the following minimum requirements:

• Hardware: any computer with 2 GB of RAM, a 2 GHz single core CPU and a screen resolution of at least 1024 x 768 pixels.
• Operating system: clean install of Linux, OS X 10.9+, Windows 7+, Android 8.0+ and iOS 9.0+
• Browsers: Chrome, Mozilla Firefox, Opera or Safari in a version not more recent than 6 months prior to the last update of the platform: Internet Explorer 11 and Edge 25 or more recent from the date of this SLA.

10.2. The CUSTOMER agrees and acknowledges that, before updating any Third Party’s software, the CUSTOMER is solely responsible to verify and assure that such Third Party’s software is compatible with current or future versions of the Services, especially when the updates relate to new versions of operating systems. Regarding this last point, QUENTRAL
maintains a failure margin of 3%.

11. Applicability limits of the SLA

Here below are listed those conditions under which some disruption may occur which are neither imputable nor manageable by QUENTRAL:

• Force majeure events as specified in the General Terms and Conditions.
• Extraordinary and/or urgent operations at QUENTRAL's sole discretion in order to avoid dangers to the security, stability, confidentiality, integrity of the infrastructure and/or of the Data and of the other Contents related to the Service. QUENTRAL shall promptly communicate such cases to the CUSTOMER via email to the email address indicated by the CUSTOMER.
• Unavailability or interruptions of the CUSTOMER's infrastructure due to:
  • a) incorrect use, incorrect configuration or any other causes arising out
    of the CUSTOMER's actions;
  • b) anomalies and malfunctions of the application/management software provided by Third Parties;
  • c) failure to comply with or breach of the Contract attributable to the CUSTOMER.
• Anomaly or malfunction of the Service attributable to the CUSTOMER or misuse of the Service by the CUSTOMER.
• The infrastructure fails to connect to the public network due to the intention of or action by the CUSTOMER.
• Failure of the Service and/or inaccessibility, whole or partial, of the infrastructure due to internet malfunctions and in any event beyond QUENTRAL's control.