SERVICE LEVEL AGREEMENT
V0.90 (Last Updated: 2023-03-07)
This Service Level Agreement (“SLA”) documents the agreed terms for the provision of the Services (defined below) by VaultN B.V (“VaultN”) for your Account, the maintenance of the Platform (defined below), the support services to be provided with respect to the Platform, and the agreed standards to which the said Services, maintenance, and support will be provided.
This Offer forms an integral part of the T&Cs and other documents or correspondences that you agreed to comply with while using VaultN Services (“Documentation”).
Terms not defined herein shall refer to their meanings in the Documentation. In case of discrepancy between the terms in the Documentation and this SLA, this SLA shall prevail.
You hereby accept the terms of this SLA upon your acceptance of the T&Cs.
As explained in detail in the T&Cs and the relevant interface provided on the Platform (as defined below), certain Service Level Indicators and/or Service Level Objectives hereunder may only be applicable for specific Accounts (as defined in the T&Cs). These will either be specified hereinafter or will be mentioned on the Platform.
The followings terms define their corresponding meanings herein if they commence with capital letter within the text of this SLA. Any term not defined herein shall bear the meaning they are given under the T&Cs:
|Refers to the time period during which a specific functionality is available. Availability is calculated as detailed under article 4.
|Refers to a day on which the banks are operational, other than weekends, official holidays, and religious holidays applicable in the Netherlands.
|Refers to the time period between 9:00 am an 5:00 pm CET (8:00 am to 4:00 pm UTC) during any Business Day.
|“Critical Severity Defects”
|Refers to severity level of the Defects that render the Platform inoperable, including but not limited to server crash and high risk of server downtime.
|Refers to any malfunction of the Platform that may or may not render the Platform inoperable, however, is required to be fixed for optimum operation of the Platform
|Refers to the time period during which the VaultN systems are not accessible.
|“Important Severity Defects”
|Refers to the severity level of Defects that do not render the Platform inoperable, has no direct adverse impacts on the provision of Services and/or access to the Platform, however, has the potential to do so if left unattended.
|Refers to as a key performance indicator
|“Service Level Indicator (SLI)”
|Refers to the value that enables the level of the services provided to be measured.
|“Service Level Objectives (SLO)”
|Refers to the non-binding objectives for service levels, for which VaultN shall use reasonable resources.|
|“Uptime”||Refers to the time period during which the VaultN systems are accessible.|
|“Urgent Severity Defects”
|Refers to severity level of Defects that do not render the Platform inoperable, however, has adverse impacts on the provision of Services and/or access to the Platform.
- SCOPE OF SERVICES, MAINTENANCE AND SUPPORT
VaultN operates and maintains the online platform accessible to the Account on https://my.vaultn.com/ (“Platform”). VaultN provides the following services under this SLA (“Services”):
- Allocations: The ability to conduct planned Transfers under certain commercial terms as set out by the Account.
- API: The ability for the application to interact with other applications using a programming interface.
- Authentication: The service allowing secure access management to the Platform and services.
- Extractions: The ability to retrieve assets for their decryption in order to export them from the Platform.
- Insertions: The ability to include assets for the encryption in order to store them on the Platform.
- Key on Demand: The ability to automate the Insertion, Transfer, and Extraction of assets under certain commercial terms as set out by the Account or their Connections.
- Price Lists: The service allowing the generation of sales and cost prices for different assets and Connections.
- Promotions: The ability to discount specific asset prices during a defined time period.
- Transfers: The ability to send one or multiple assets to Connections.
- Webhooks: The ability for the platform to communicate with other Platforms.
The maintenance for the Platform shall be provided as per the terms stated herein.
Depending on your choice of membership and services to receive, the support services may include e-mail support and online form support. Please note that this SLA shall solely apply to your choices of support services.
- KPIs AND METRICS
Availability is calculated as follows: availability percentage = (TMM-TMD)/TMM*100%.
- TMD = total minutes of Downtime of the VaultN Services. TMD is calculated from the moment when the applicable support request is submitted by email, contact form or phone call stating that the Services are unavailable, until the time the request is solved and then totaled for all affected Services; and
- TMM = total minutes per three calendar months (quarter). TMM is calculated by taking the number of days within the applicable calendar month and multiplying those by 1440 (24 hours times 60 minutes) and corrected for any scheduled, routine, or extraordinary maintenance downtime or by any of the Exceptions as outlined in article 6.
The following table consists of the KPIs and other related metrics in the provision of the Services:
- SERVICE LEVELS
|Free||SLO||95%||32 Business Hours*||MTTR
|Pro||Agreement||99.99%||16 Business Hours*||MTTR
*After Response Time.
- SEVERITY LEVELS AND RESPONSE TIME
|Severity Level||Response Time Free||Response Time Pro|
|Critical Severity||8 Business Hours||4 Business Hours|
|Urgent Severity||8 Business Hours||4 Business Hours|
|Important Severity||24 Business Hours||8 Business Hours|
|Other||48 Business Hours||16 Business Hours|
The following are considered as exceptions to the undertakings above:
- Defects caused by use of third-party software, whether authorized or not;
- Defects caused by the hardware through which the Platform is accessed;
- Defects caused by the operating software installed on the hardware;
- Defects caused by incompatibility of the Platform with any hardware or software used by the Account or any User;
- Defects caused by User default, which may be both physical and digital;
- Defects caused by actions or inactions by the Account, any of its Users, or its employees, agents, contractors, or vendors, or anyone gaining access to the Platform by means of any User’s passwords or equipment;
- Defects caused by Force Majeure events;
- Defects caused by third-party service providers which are beyond the control of VaultN, such as electricity and remote server outages, if any;
- Defects caused by abuses or other behaviors that violate this SLA and other relevant agreements in force between the Parties;
- That was caused by the Account’s use of the Service after VaultN advised the Account to modify its use of the Service if the Account did not modify its use as advised;
- Defects caused by the Account’s enrolment to or use of beta, trial offers, early access programs, and/or demos (as determined by VaultN);
- Any defects within environments other than the Platform, such as the staging, testing, or sandbox environments; and
- Maintenance windows as defined in 8.a. (Maintenance and Support Services).
Please note that Exceptions provided above are causes for Downtime without any control or effect of VaultN, thus are not covered by this SLA. In case the Services become inaccessible or unavailable due to the Exceptions provided above, no undertaking with respect to Availability shall apply during when such Exceptions continues to have adverse impact on the Platform.
In case any of the Exceptions persist for a consecutive 30 (thirty) days period and no remedy can be provided during this period, this SLA shall automatically be terminated.
The SLA does not apply to any: (a) features or Services designated alpha or beta (unless otherwise set forth in the associated documentation), (b) features or Services not clearly included in this SLA.
- MAINTENANCE AND SUPPORT SERVICES
In order to ensure the smooth operation of the Platform, VaultN shall perform routine and extraordinary maintenances on the Platform or a certain part thereof.
Routine maintenances are aimed to be performed once every two weeks. This is not an obligation, but an objective.
VaultN may also hold scheduled maintenances upon necessity. Again, this is not an obligation but an objective.
Routine and scheduled maintenance dates will be posted by E-Mail to the Account or any User thereof at least 14 (fourteen) days prior to such maintenance.
VaultN may initialize extraordinary maintenance if it determines any Defects. Such maintenances and their expected duration will be notified to the Account as soon as practical.
- Support Services
VaultN provides e-mail support, online form support, phone support and on-site support. In case any User of an Account experiences a Defect, the following communication methods should be used in order to address the issue.
|Important Severity||E-mail, Online Form (if required)|
- E-mail, Online Form
The support requests to be made over the e-mail shall be made to the following address: [email protected]
The support requests to be made on the online form can be accessed through https://www.vaultn.com/contact-us/
- On-site Support
In special circumstances where remote support is not sufficient to detect and solve the Defects, VaultN may provide on-site support to the Account, provided that the costs of such on-site support is covered by the Account separately. The Account shall fully cooperate and ensure the access of the representatives authorized by VaultN to all facilities of the Account necessary to successfully complete the on-site support and remove the Defects.
- PERFORMANCE MONITORING
VaultN shall implement all measurement and monitoring tools and procedures necessary to measure and monitor of the performance of the provision of the Services against the applicable Service Levels. To this end, VaultN agrees to notify the Account with any issue which may likely affect the optimum provision of the Services, as either on the Platform or by sending a separate notification as e-mail, with the communication method being in the sole discretion of VaultN.
- DISCLAIMER AND LIMITATION OF LIABILITY
OTHER THAN THOSE SPECIFICALLY ACCEPTED UNDER THIS SLA, VAULTN HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
VAULTN DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, PLATFORM OR THE COMPONENTS THEREOF BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE PLATFORM IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. VAULTN DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICES, PLATFORM OR COMPONENTS THEREOF ARE ACCURATE, COMPLETE OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THESE IS AT YOUR SOLE RISK. VAULTN DOES NOT WARRANT THAT YOUR USE OF THE SERVICES, PLATFORM OR ANY COMPONENT THEREOF IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND VAULTN SPECIFICALLY DISCLAIMS SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THIS SLA AND THE T&CS.
BY ACCESSING OR USING THE PLATFORM YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICES, PLATFORM OR THE COMPONENTS THEREOF.
VAULTN DOES NOT ENDORSE THE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ACTION OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY DIGITAL INVENTORY.
EXCEPT FOR THE DAMAGES CONSISTING OF PERSONAL INJURY OR DEATH, OR DAMAGES CAUSED BY WILFUL MISCONDUCT OR GROSS NEGLIGENCE, VAULTN’S SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PRODUCTION OR BUSINESS PROFITS, BUSINESS INTERRUPTION OR LOSS OF DATA OR OTHER BUSINESS INFORMATION, ARISING OUT OF THE USAGE OF THE PLATFORM (INCLUDING, WITHOUT LIMITATION, YOUR ACCESS OR USE THEREOF OR INABILITY TO ACCESS OR USE SAME, OR THE PERFORMANCE OR NON-PERFORMANCE THEREOF). VAULTN SHALL IN NO EVENT BE LIABLE TOWARDS ANY CONTRACTING PARTY OF ANY ACCOUNT, USER, AND/OR ANY OTHER THIRD PARTY.
IN RELATION TO YOUR USAGE OF THE PLATFORM, VAULTN’S TOTAL LIABILITY, WHETHER RELATING TO BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER MATTER, SHALL IN NO EVENT EXCEED THE AMOUNT OF SUBSCRIPTION FEES INVOICED FOR THE TIME IN WHICH THE PLATFORM WAS UNAVAILABLE. IN SUCH AN EVENT, THE ACCOUNT SHALL RECEIVE A DISCOUNT ON A PRO RATA BASIS TO THE DOWNTIME BEYOND 1%, EXCLUDING ANY PLANNED DOWNTIME AND DOWNTIME DUE TO THE CONDUCT OR THE THIRD PARTIES OR THE LACK THEREOF.
The Parties agree that laws of Netherlands shall apply to this SLA and that the jurisdiction for any conflict based hereupon shall finally fall in courts and enforcement offices in Amsterdam, Netherlands.
This SLA shall enter into force on the Effective Date and shall remain in force until the provision of Services cease based either on this SLA or the T&Cs.
This SLA conflicts in no way with the disclaimers, statements, representations, and undertakings with respect to the provision of the Services under the T&Cs and such articles that conflict with the T&Cs shall become void.
For any issue not regulated herein, the T&Cs shall apply.