Service Level Agreement (SLA)

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Article 1. Applicability and Definitions

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1. Applicability
   This Service Level Agreement (“SLA”) shall apply only if and to the extent that:
   a.  it has been explicitly agreed in the applicable Order Form;
   b.  it follows from the package purchased by the Customer; or
   c.  the Parties have otherwise agreed this in writing.
   
   This SLA supplements the Agreement and the General Terms & Conditions of Apostle Technologies B.V. (“Apostle”).
2. Relationship with Other Contract Documents
   The order of precedence and interpretation provisions contained in the General Terms & Conditions shall apply to this SLA. In the event of any conflict, this SLA shall prevail solely with respect to specifically agreed:
   
   • service levels;
   • support obligations;
   • Response Times;
   • maintenance arrangements; and
   • availability targets.
     
     All other provisions of the General Terms & Conditions and the Agreement shall remain fully applicable.
3. Definitions
   Unless otherwise provided, terms used in this SLA shall have the same meaning as in the General Terms & Conditions and the Agreement.
4. No Independent Guarantee
   Unless expressly agreed otherwise in writing:
   
   • this SLA does not constitute a guarantee of error-free or uninterrupted Services;
   • no automatic rights to refunds, damages or Service Credits shall arise; and
   • all limitations of liability and exclusions contained in the Agreement shall remain fully applicable.
     
     Apostle shall use reasonable efforts to investigate Incidents within a reasonable period and, where appropriate, mitigate them.
5. Third-Party Dependencies
   The Services may depend on external platforms, APIs, cloud providers, authentication providers, social media platforms and other third-party services. Apostle shall not be responsible for:
   a.  malfunctions, limitations or changes within such external services;
   b.  availability issues caused by third parties;
   c.  changes to third-party APIs, functionalities or terms;
   d.  limitations resulting from rate limits, policy changes or technical restrictions imposed by third parties;
   e.  reduced functionality resulting from changes to the Customer’s systems or configurations or those of third parties.
6. Pilots, Trial Periods and Beta Functionalities
   Different support levels, Response Times, availability targets or service levels may apply to pilots, trial periods, paid experiments, beta functionalities, early access functionalities or other experimental functionalities. Such functionalities may receive more limited support, be changed more frequently, contain limited documentation or fall outside the regular SLA obligations.
7. Amendments to the SLA
   Apostle may reasonably amend this SLA from time to time where necessary due to technological developments, changes to the Services, operational improvements, changes to infrastructure or third parties, security requirements or changes in applicable laws and regulations. Material amendments shall be communicated to the Customer in a reasonable manner.
8. Relationship with Security and Privacy Documentation
   For arrangements relating to the processing of Personal Data, security measures, Personal Data Breaches, Subprocessors and international data transfers, the applicable Data Processing Agreement (“DPA”), the Apostle Trust Center and Apostle’s other applicable security documentation shall additionally apply.
9. No Waiver of Rights
   The temporary failure by Apostle to enforce any provision of this SLA shall not constitute a waiver of any right or authority under this SLA, the Agreement or the General Terms & Conditions.
   

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Article 2. Availability and Uptime

1. Apostle shall use reasonable efforts to keep the Services available during the term of the Agreement in accordance with the availability targets set out in this SLA. Unless expressly agreed otherwise in writing, availability targets shall apply solely to the Production Environment of the Services.
2. Apostle shall use reasonable efforts to keep the Services available during the term of the Agreement. For certain packages or Services, Apostle may apply internal availability targets. Such targets shall serve solely as internal target values and shall not constitute a guarantee, strict deadline or entitlement to damages, refunds or Service Credits.
3. Apostle may use operational monitoring, logging and registration systems to monitor the availability and performance of the Services. Such data may be used for internal analysis, support and Incident investigations.
4. Planned Maintenance shall not count as downtime for the calculation of Availability. Apostle shall use reasonable efforts to perform Planned Maintenance outside regular Dutch business hours and to announce such maintenance in advance where it is expected to have a material impact on the Services.
5. Apostle may carry out Emergency Maintenance at any time where reasonably necessary to protect the security, stability, integrity, continuity or availability of the Services. Where reasonably possible, Apostle shall inform the Customer accordingly. Emergency Maintenance shall not count as downtime.
6. The following shall, among other things, be excluded from the calculation of Availability:
   a.  Planned Maintenance;
   b.  Emergency Maintenance;
   c.  malfunctions or limitations caused by third parties;
   d.  internet connection issues beyond Apostle’s reasonable control;
   e.  malfunctions caused by the Customer’s systems, configurations or software, or those of third parties;
   f.  limitations of social media platforms, APIs or authentication providers;
   g.  beta functionalities, pilots or experimental functionalities;
   h.  misuse, improper use or use contrary to the documentation;
   i.  force majeure events; or
   j.  temporary degradation that does not result in complete unavailability.
7. Apostle does not guarantee that the Services shall be continuously available, operate entirely without errors or function without delay. Apostle shall use reasonable efforts to investigate serious disruptions within a reasonable period and, where appropriate, mitigate them.

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Article 3. Support Services

1. Apostle shall provide support services in accordance with the package purchased by the Customer, the applicable package documentation, this SLA and any additional written agreements. Support services are aimed at investigating Incidents, answering reasonable questions regarding the use of the Services, providing support in relation to the standard functionalities of the Services and, where appropriate, limiting or mitigating disruptions.
2. Depending on the package purchased by the Customer, the following support channels shall apply:
   
   • Essentials: knowledge base and email;
   • Collaborate: live chat;
   • Performance Driven: Customer Success Manager;
   • Integrate: dedicated SRO Professional, including multilingual support.
     
     Apostle shall reasonably determine which additional support channels are available for each package, type of request or severity of the Incident.
3. Unless otherwise agreed in writing, regular support services shall be provided on Business Days (Monday through Friday, excluding officially recognised public holidays in the Netherlands) during regular Dutch business hours. Different Support Hours shall apply only where this explicitly forms part of the purchased package or where the Parties have separately agreed this in writing.
4. Support services shall, in principle, include only support relating to the standard functionalities of the Services, configurations supported by Apostle, the general use of the Services and Incidents within Apostle’s reasonable sphere of control.
5. Support services shall, in principle, not include:
   a.  custom software development;
   b.  consultancy services;
   c.  strategic advice;
   d.  implementation projects;
   e.  training;
   f.  support for third-party systems or software;
   g.  support relating to the Customer’s own configurations or integrations; or
   h.  activities falling outside the agreed scope of the Services.
6. The Customer shall reasonably provide all information necessary for the investigation of support requests or Incidents. Apostle shall not be responsible for delays resulting from the Customer’s failure to provide sufficient information or cooperation.
7. Apostle may prioritise support requests and Incidents based on severity, impact, availability, security risks, operational consequences and reasonable business continuity considerations. Apostle shall reasonably determine the applicable Severity Level classification of Incidents.
8. Unless otherwise agreed in writing, Response Times shall serve solely as target timeframes, no guaranteed resolution times shall apply and Apostle does not guarantee that every Incident can be fully resolved. Apostle shall use reasonable efforts to investigate Incidents within a reasonable period and, where appropriate, mitigate them.
9. Apostle may from time to time implement updates, patches, upgrades, bug fixes or functional changes. Unless otherwise agreed in writing, Apostle shall not be obliged to maintain specific functionalities, interfaces or workflows unchanged, provided that the core functionality of the Services is not materially reduced.
10. For beta functionalities, pilots, early access functionalities or other experimental components, reduced support levels, different Response Times or temporary instability may apply. Such functionalities may fall outside the regular obligations under this SLA.
11. The Customer shall use the support services reasonably. Apostle may take appropriate measures where support services are used improperly or excessively.

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Article 4. Severity Levels and Response Times

1. Apostle may classify Incidents based on severity, impact, scope, security risks, availability of the Services and the effect on the Customer’s business operations. The classification of an Incident shall be reasonably determined by Apostle.
2. Critical: a serious disruption in which the Production Environment of the Services is largely unavailable or an essential component has completely failed, making normal use substantially impossible for multiple Users.
3. High: a serious disruption in which important functionalities are substantially limited, no reasonable workaround is available or a significant number of Users are affected.
4. Medium: an Incident or limitation in which non-critical functionalities are partially unavailable, a workaround is available or the impact on normal use remains limited.
5. Low: cosmetic defects, general questions, limited functional deviations, documentation requests, feature requests or requests with limited operational impact.
6. Overview of Response Times:
   
   • Critical: within 2 Dutch Business Hours
   • High: within 4 Dutch Business Hours
   • Medium: within 2 Business Days
   • Low: reasonable efforts
7. The Response Times referred to in this Article shall serve solely as target timeframes, shall not constitute strict deadlines, shall not constitute guarantees of resolution or recovery and shall not give rise to any automatic entitlement to damages, refunds, Service Credits or termination of the Agreement. Apostle shall use reasonable efforts to investigate Incidents within a reasonable period and, where appropriate, mitigate them.

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Article 5. Maintenance and Changes

1. Apostle may from time to time perform Planned Maintenance for infrastructure maintenance, security updates, stability improvements, bug fixes, performance improvements, compliance purposes or the general improvement of the Services. Apostle shall use reasonable efforts to perform Planned Maintenance outside regular Dutch business hours and to announce such maintenance in advance where it is expected to have a material impact.
2. Apostle may perform Emergency Maintenance at any time where reasonably necessary to protect the security, stability, integrity, continuity or availability of the Services. Where reasonably possible, Apostle shall inform the Customer of such Emergency Maintenance.
3. Apostle may from time to time implement updates, patches, upgrades, security updates, bug fixes or functional changes to the Services. Such changes may be necessary for security, stability, performance, compliance, compatibility with third parties or the improvement of the Services.
4. Unless expressly agreed otherwise in writing, Apostle shall not be obliged to maintain functionalities, interfaces, workflows or integrations unchanged; functionalities may be modified, replaced or removed; and changes may be implemented without the Customer’s prior approval, provided that the core functionality of the Services is not materially reduced.
5. Apostle shall use reasonable efforts to maintain compatibility to the extent reasonably within its control. Apostle does not guarantee continued compatibility with third-party services or systems.
6. Maintenance activities, updates or changes may temporarily result in reduced performance, limited availability, temporary interruptions or limited functionality. Where reasonably possible, Apostle shall limit the impact thereof.
7. Beta functionalities, pilots, early access functionalities or experimental components may be changed more frequently, may contain limited documentation, may cause temporary instability or may fall outside the regular obligations under this SLA.
8. Unless otherwise agreed in writing, Apostle shall not be obliged to develop or make available specific functionalities, releases or roadmap items. Suggestions, feedback or feature requests submitted by the Customer shall not create any entitlement to the implementation of specific functionalities.
9. Apostle may temporarily restrict or suspend functionalities, integrations or access where reasonably necessary due to security risks, the prevention of misuse, legal obligations, the protection of other customers or urgent technical risks.

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Article 6. Exclusions from Service Levels

1. The service levels, availability targets, Response Times and support obligations set out in this SLA shall not apply to the extent that disruptions, limitations or Incidents are wholly or partly caused by circumstances beyond Apostle’s reasonable control.
2. The following situations, among others, fall outside the scope of the service levels and availability targets:
   a.  Planned Maintenance;
   b.  Emergency Maintenance;
   c.  malfunctions or limitations affecting cloud providers, hosting providers, internet service providers or other third parties;
   d.  malfunctions, limitations or changes relating to social media platforms, APIs, authentication providers or other external services;
   e.  rate limits, restrictions or policy changes imposed by third parties;
   f.  malfunctions caused by the Customer’s systems, networks, configurations or equipment, or those of third parties;
   g.  incompatibility caused by third-party software, browsers, devices or systems;
   h.  disruptions caused by integrations not managed by Apostle;
   i.  improper use, misuse or use contrary to the documentation, instructions or applicable laws;
   j.  security incidents caused by acts or omissions of the Customer or third parties;
   k.  temporary performance degradation that does not result in complete unavailability;
   l.  beta functionalities, pilots, proof of concepts, early access functionalities or experimental functionalities;
   m.  overload, attacks or misuse by third parties, including DDoS attacks, spam or automated misuse;
   n.  force majeure events as referred to in the Agreement; or
   o.  suspension or restriction of the Services in accordance with the Agreement, this SLA or applicable law.
3. Service levels and Response Times also depend on the Customer’s timely and reasonable cooperation. Apostle shall not be responsible for delays in investigation, support or recovery where the Customer fails to provide sufficient information, fails to provide the necessary cooperation, fails to follow instructions or documentation, or where issues arise from acts or systems of the Customer or third parties.
4. The Services may depend on cloud infrastructure, social media platforms, authentication providers, browsers, mobile operating systems and other external systems or services. Malfunctions, changes, limitations or delays relating to such external services are beyond Apostle’s reasonable control.
5. To the extent permitted by applicable law, the circumstances referred to in this Article shall not constitute a breach by Apostle and shall not give rise to automatic Service Credits, damages, refunds or termination rights, unless expressly agreed otherwise in writing.
6. Notwithstanding the exclusions set out in this Article, Apostle shall use reasonable efforts to investigate disruptions, apply temporary workarounds where appropriate and reasonably limit the impact of Incidents.

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Article 7. Service Credits

1. Unless expressly agreed otherwise in writing in a separate enterprise addendum, Order Form or for specific Integrate or enterprise packages, Incidents, downtime, reduced availability, failure to meet Response Times or other disruptions shall not automatically entitle the Customer to Service Credits, refunds, price reductions, damages or termination of the Agreement.
2. Where the Parties have agreed specific Service Credits or compensation arrangements in writing, such arrangements shall apply solely to the explicitly agreed Services or packages; such Service Credits shall constitute the Customer’s exclusive contractual remedy with respect to the relevant availability arrangements; and all other limitations of liability and exclusions set out in the Agreement shall remain fully applicable.
3. To the extent that Service Credits have been agreed in writing, they shall apply only if:
   a.  the Customer reports the relevant Incident in a timely manner;
   b.  the Customer reasonably enables Apostle to investigate the Incident;
   c.  the deviation does not fall within an exclusion set out in this SLA or the Agreement; and
   d.  the Customer complies with all applicable contractual obligations, including its payment obligations.
4. Any Service Credits shall not be transferable, shall not be refundable in cash unless otherwise agreed in writing, and may not be combined with any other compensation or remedies.
5. The voluntary provision of support, goodwill or compensation by Apostle in a specific case shall not constitute a precedent, shall not create any continuing right for the Customer and shall not result in an extension of Apostle’s obligations under this SLA or the Agreement.

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Article 8. Security and Compliance

1. Apostle shall implement appropriate technical and organisational measures to reasonably protect the security, confidentiality, integrity and availability of the Services, taking into account the nature of the Services, the state of the art, the costs of implementation, the nature of the Processing activities and the risks associated with the Services.
2. To the extent that Apostle processes Personal Data on behalf of the Customer in connection with the Services, the applicable Data Processing Agreement (“DPA”) shall additionally apply. In the event of any conflict between this SLA and the DPA, the DPA shall prevail with respect to privacy and data protection matters.
3. Apostle maintains an information security management system certified in accordance with ISO/IEC 27001:2022. The existence of certifications, audits or security measures does not constitute a guarantee that security incidents or disruptions will never occur.
4. Apostle may make security information, documentation, certifications and relevant compliance information available through the Apostle Trust Center, security documentation or other reasonable communication channels.
5. Unless expressly agreed otherwise in writing, Apostle does not guarantee that the Services are entirely free from security risks, that unauthorised access can be completely prevented or that security incidents will never occur. Apostle shall use reasonable efforts to implement appropriate security measures.
6. The Customer shall remain responsible for its own user management, password management, access management, customer-side configurations, the security of its own systems and devices, and the careful use of accounts and authentication credentials.
7. The security and availability of the Services may depend in part on cloud providers, social media platforms, authentication providers, third-party APIs and other external systems or infrastructure. Apostle shall not be responsible for security incidents arising from such external services beyond its reasonable control.
8. The procedures set out in the applicable DPA shall apply to notifications of Personal Data Breaches or security incidents involving Personal Data.
9. Apostle may from time to time amend or replace security measures, infrastructure, tools or processes, provided that the overall level of security of the Services is not materially reduced.
10. Unless expressly agreed otherwise in writing, the Customer shall have no entitlement to specific security tools, specific infrastructure, specific hosting locations, specific audit methodologies or specific security architectures other than those explicitly agreed in the Agreement, the DPA or the applicable package documentation.

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Article 9. Final Provisions

1. This SLA supplements the Agreement and the General Terms & Conditions of Apostle. All provisions of the Agreement and the General Terms & Conditions shall remain fully applicable unless expressly provided otherwise in this SLA.
2. Unless expressly agreed otherwise in writing, this SLA shall not result in any extension of Apostle’s liability, shall not create any additional guarantees, and all limitations of liability, exclusions and indemnities set out in the Agreement shall remain fully applicable.
3. Apostle may reasonably amend this SLA from time to time in connection with changes to the Services, technological developments, operational changes, security requirements, changes by third parties, changes to infrastructure or changes in applicable laws and regulations. Material amendments shall be communicated to the Customer in a reasonable manner.
4. The temporary failure by Apostle to exercise or enforce any right or authority under this SLA shall not constitute a waiver of such right or authority.
5. If any provision of this SLA is held to be wholly or partly invalid, voidable or unenforceable, the remaining provisions shall remain in full force and effect. In such event, the Parties shall consult with each other in order to agree upon a replacement provision.
6. This SLA shall be governed by the same applicable law and forum selection as set out in the Agreement and the General Terms & Conditions of Apostle.
7. This SLA constitutes the entire agreement between the Parties with respect to service levels, support, maintenance, availability and Response Times relating to the Services, unless the Parties have expressly agreed otherwise in writing.
8. Provisions which, by their nature, are intended to survive termination of the Agreement or this SLA shall remain in force after termination, including provisions relating to liability, confidentiality, intellectual property, applicable law and dispute resolution.

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Schedule 1. Support and Service Matrix

This Support and Service Matrix supplements the Service Level Agreement (“SLA”) of Apostle Technologies B.V. (“Apostle”).

The service levels, support services, Response Times and availability targets set out below shall apply only to the extent that the relevant package has been purchased by the Customer, has been explicitly agreed in writing or follows from the applicable package documentation or an Order Form. All service levels, Response Times and availability targets shall serve solely as target timeframes and shall not constitute strict deadlines or guarantees.

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Additional Provisions:

1. Response Times — All Response Times apply only during regular Support Hours, serve solely as target timeframes and do not constitute guarantees of resolution, recovery or availability.
2. No Guaranteed Resolution Times — Unless expressly agreed otherwise in writing, no guaranteed resolution times shall apply; resolution priorities may depend on the nature, impact and complexity of Incidents; and resolutions may depend on third parties or external platforms.
3. Third-Party Dependencies — The Services may depend on cloud providers, social media platforms, authentication providers, third-party APIs and other external systems or infrastructure. Malfunctions, limitations or changes within such external services may affect support, availability or functionality of the Services.
4. Changes to Packages or Support Levels — Apostle may reasonably amend package contents, support structures or service levels from time to time, provided that the core functionality of the Services is not materially reduced and material changes are communicated to the Customer in a reasonable manner.
5. Enterprise Arrangements — Different support windows, Response Times, availability targets, Service Credits or additional support services for Integrate or enterprise customers shall apply only where explicitly agreed in writing in an Order Form, enterprise addendum or other supplementary agreement.