Service Level Agreement

1. Introduction

This document provides information on the services provided by ShipitSmarter.com BV, subsequently abbreviated to “SiS“, within the framework of a service level agreement for ShipitSmarter or supplementary products and about the infrastructure required on part of the customer for the usage of the respective software.

2. Scope of services

2.1 Maintenance and support services

SiS provides its Shipment Management software as a Software-as-a-Service (SaaS) offering. All services related to the operation of the software are fully included in the contracted transaction fees:

• telephone or electronic support necessary in order to help the customer locate and correct incidents with the software
• bug fixes and code corrections to repair software defects (that have a material adverse effect on the operation, functionality or performance of the SaaS services) in order to bring the software into substantial conformity with the operating specifications
• extensions, enhancements and other changes that SiS, at its sole discretion, makes or adds to the software and which SiS furnishes to all other subscribers of the SiS SaaS services
• A limited number of contacts designated by the customer in writing that will have access to support services

These services exclude any software defects caused by or arising as a result of:

• any act or omission of the customer or any person authorized by the customer to use the Platform or Hosted Services;
• a failure of the customer to perform or observe any of its obligations under the Agreement
• an incompatibility between the ShipitSmarter platform and any other system, network, application, program, hardware or software not specified as compatible between ShipitSmarter and the customer
• any error (both in content and in format) in the Data provided by the customer by means of Electronic Communications in accordance with paragraph 2.3
• any error in interfaces caused by a change in the system of the customer or carrier

The risk of failures caused by routing problems between the customer node and the provider is borne by the customer.

Both customer and SiS are responsible for their own infrastructure irrespective of the actual location of the infrastructure. For this purpose, third party operated infrastructure is regarded as the customer infrastructure. The specific areas of responsibility of SiS encompass: • the network infrastructure in the data processing center including all active and passive components • the internet connection from the network infrastructure in the data processing center up to the internet service provider. This includes all routers as well as the actual lines • the parameters of the firewall-systems as well as the configuration of the VPN-tunnels on the SiS controlled components.

Changes to software

SiS reserves the right to change or amend the Software and the interface to it at any time, to provide the customer with a version thereof, and/or to change the functionalities and characteristics of the Software. No changes will be implemented by SiS which materially reduce functionality of the Services which were explicitly agreed upon to be provided under the Sales Agreement, except where this is made necessary by:

• the need to follow generally accepted changes in industry standards
• changes in applicable laws or Scheme rule
• the need for increased security due to security risks identified by SiS
• other reasonable grounds which warrant the reduction of functionality.

If a customer is significantly impacted by a material reduction of functionality due to a change in the Software, the client may terminate the Sales Agreement by giving written notice to SiS within one month after SiS announced the change. SiS will announce material changes to the API interface for the customer where reasonably possible at least two months in advance to allow the customer to prepare for any impact. SiS endeavours to minimise changes to the API interface. Shorter notice periods may have to be made to comply with the applicable laws or changes in requirements for the need of increased security risks identified by SiS. ShipitSmarter will support maintenance of the previous API interface for a period of twelve months.

2.2 Communication Requirements

The customer is responsible for establishing and maintaining the required communication link with the Internet (including third parties contracted by the customer) and all costs associated with such communication link. The customer agrees to indemnify and hold SiS harmless from the cost and expense to establish and maintain the customers communication link with the Internet and from any losses, liabilities, obligations, claims, responsibilities, damages or recoveries arising out of or attributable to such communication links. SiS will identify the bandwidth requirements for usage of the System on a per user basis. Also, SiS is solely responsible for establishing and maintaining the required communication link from the Internet to the System and all costs associated with such communication link.

2.3 Internet and Electronic Communications

The customer and SiS acknowledge that they may establish a procedure for the transmission of information over the Internet and/or other forms of electronic communication (herein collectively referred to as the “Electronic Communication”). The customer acknowledges that delivery of the Data is not guaranteed to arrive, to be on-time, or to be accurate. Notwithstanding anything contrary to this Service Level Agreement, the customer does agree for both him/herself or for any successors, assignees, subsidiaries and affiliates to release SiS from any and all liability or claim of any type arising out of or in connection with the transmission of Data via Electronic Communication.

2.4 Test / Acceptance system

These systems are offered in a moving two-month period. Furthermore, SiS is allowed (without consultation with the customer) to maintain and support this system during business hours, and if necessary, to install new versions. SiS shall ensure that the test/acceptance system is physically split from the SiS production system.

3. Service Level Agreement

3.1 Guaranteed availability

SiS guarantees the availability of the ShipitSmarter SaaS services to the customer at 99,5% measured by the ability to successfully log-in in a twelve-month period, measured at a datacentre level (so corrected for non-availability of internet connections) . Any downtime due to necessary maintenance as agreed by the customer and SiS during operating times of the application is excluded from calculating non-availability. Not included in times of non-availability are:

• disruptions because of network infrastructure problems outside the area of responsibility of SiS (an example would be communication or connectivity problems within the area of responsibility of the network operator)
• disruptions of the connections used for the purpose of Electronic Communications
• disruptions caused by forces of nature or damage due to an act of God as long as these should not be masked by the architecture of the system. In order to ensure that the guaranteed availability is met, SiS operates to high standards out of datacentre facilities that comply with business standards (see: Digital Realty Centre Standards), including but not limited to ISO27001 and PCI-DSS.

3.2 Incident management

SiS offers system support as described in section 2.1 by the SiS Customer Service Desk (see section 3.6 Communication with Customer Service). The Customer Service Desk works according to the below Priority Matrix (Table 1). All times in this document are Central European Time. Response time, lead time and resolution time depend on the contract type (Table 2: Overview application management levels). The resolution times are applicable worldwide.

Table 1: Priority Matrix

Priority definition:

Priority 1:

• Production use of the whole SAAS service is stopped or so severely impacted and as a result a company or agent cannot continue shipping; no workaround is available
• Book and label is not available for the entire shipping location

Priority 2:

• Critical SIS features (Book and label) are unavailable for multiple users with no acceptable workaround

Priority 3:

• Critical SIS features (Book and label) are unavailable for a user or multiple users. A workaround is available
• One or more non-critical SIS features are unavailable for a user or multiple users.

Table 2: Overview application management levels

Recovery hours are calculated based on the office hours and recovery time applies after response from SIS. Time waiting for response of customer is excluded in the recovery time. No adequate response of customer after reminder will lead to a lowering of the priority. Outside Office hours we will do our best effort to solve the incident.

Time spent on changes/maintenance will only be effectuated after written approval from customer and will be charged as per below:

• At a fixed rate in accordance with the agreed prices for service requests
• Based on a quotation whereby the (pre)-scoping activities need to be charged
• On Time & Material basis for all other activities at the agreed rate between customer and SiS
• Structural misjudgment of customer incident reporting or not meeting the agreed service levels will lead to a re-evaluation of the agreement

3.3 Critical features

• Book & label and/or any services needed to send the packages

3.4 Non-critical features

• Track & trace
• Invoice & Freight Audit
• Reporting

3.5 Additional paid services

The customer can submit requests for support, other than calls in case of disruption of service. These requests are categorized and defined as follows:

Service Request

A request for a routine task including:

• User management
• Masterdata maintenance
• Authorization management
• (Online) training

Request For Information

A request for more in-depth information on a specific functionality, feature or system option

Functional Change Request

A request for a functional change of the SiS system; the request will be defined in terms of:

• Business rationale / impact
• Urgency
• Estimated effort
• Budget The requested change will be processed given that it is available within or supports the standard SIS product offering, which will be reviewed based on each business case.

Customer Integration

A request for an adjustment or completely new interface between the customer / third party and SiS. Required changes must be communicated to the SIS ServiceDesk by the customer at least two months before the effective date to allow ample time to make the necessary changes.

Carrier / Third Party Integration

A request for an adjustment or completely new interface between the carrier and SiS driven by either the customer or the carrier. Required changes must be communicated to the SIS ServiceDesk by the customer/carrier at least two months before the effective date to allow ample time to make the necessary changes.

Rate Update

A request for updating the rates, existing rates or adding new rates. In order to ensure the timely processing of rates, customer should announce the requested change two months before the effective date.

Time spent on these additional paid services requires prior customer approval of the costs before SiS will start with planning the activities.

3.6 Communication with Service Desk

When a project (including new customer specific functionality requested via a Request for Change) is live to the agreed specifications and objectives, all support services are handed over to the Customer Service Desk.

After acceptance by the Customer Service Desk, designated representatives from the customer can:

• For urgent (priority 1) incidents you should call our Customer Service Desk on: +31 (0) 88 744 74 47
• Report other incidents or submit a request for additional services by email to servicedesk@shipitsmarter.com

In case of priority 1 incidents the designated representative must mention this to the Customer Service Desk employee, as this will induce an immediate contact call to the 2nd and 3rd line support-team.

Every call or email sent to the Customer Service Desk is registered with a ticket number and based on priority and resolution timelines, as outlined in this document. The customer is respectively kept up to date on the progress of the inquiry.