Service Level Agreement (SLA)

1. Subject matter, scope and delimitation

(1) This Service Level Agreement (hereinafter “SLA”) is an annex to the General Terms and Conditions of Datargo GmbH (hereinafter “Datargo”) and specifies in detail the availability of the Datargo services governed in Section 6 of the General Terms and Conditions (Datargo Monitor, Datargo CRM, Datargo ID, Datargo ERP and NextPKI as well as the bundled offering Datargo One, individually and collectively hereinafter the “Services”).

(2) This SLA applies exclusively to the relationship between Datargo and its business customers within the meaning of section 14 BGB (German Civil Code) (hereinafter “Customer”). The conclusion of a contract with consumers within the meaning of section 13 BGB is excluded.

(3) This SLA governs exclusively the availability and operation of the Services provided by Datargo themselves. It does not establish any commitment as to the availability, reachability or functionality of the systems, applications, interfaces or data sources monitored, connected or linked to the Services by the Customer (hereinafter “Customer Systems”). In particular for Datargo Monitor, the availability commitment relates solely to the platform; Datargo does not owe the availability of the monitored Customer Systems. The details follow from the Special Conditions Datargo Monitor .

(4) The delivery of notifications, alerts and other messages via third-party channels (in particular mobile networks, telephony, email as well as push services) lies outside Datargo’s sphere of influence and is excluded from the availability commitment.

(5) In the event of a conflict between this SLA and the general availability provisions of the General Terms and Conditions, the provisions of this SLA shall prevail. The liability governed in Section 9 of the General Terms and Conditions applies uniformly and with priority; this SLA does not establish any independent or extended liability. In all other respects, the order of precedence governed in Section 20 of the General Terms and Conditions applies (individual agreement before data processing agreement and DORA Addendum before SLA and module-specific conditions before General Terms and Conditions).

2. Definitions

In addition to the definitions of the General Terms and Conditions, the following applies to this SLA:

3. Availability and measurement method

(1) The monthly availability of a Service is calculated per calendar month according to the following formula:

Availability (%) = (Monthly minutes − Excluded times − Downtime) / (Monthly minutes − Excluded times) × 100

(2) Downtime shall be deemed to be exclusively the complete unreachability of a Service at the handover point for a reason attributable to Datargo. Downtime shall be deemed to occur only once the unreachability has been confirmed at two consecutive measurement points within the measurement interval of five minutes. Mere partial disruptions, a limited functionality of individual sub-functions as well as impairments of the processing speed (performance) do not constitute Downtime.

(3) Measurement is carried out at the handover point in accordance with Datargo’s measurement logs from the data centre in the European Union. Datargo’s measured values shall be authoritative. The values determined are rounded commercially to two decimal places.

(4) If the Customer disputes a measured value determined by Datargo, the Customer shall submit its own comprehensible records to Datargo without undue delay, but no later than within the period pursuant to Section 6 paragraph 4. The parties shall then coordinate on the authoritative values. Until an amicable clarification is reached, Datargo’s measured values shall apply, unless the Customer proves the contrary.

4. Availability targets by plan

(1) The target availabilities set out below each relate to the calendar month and are deliberately chosen to be conservative.

(2) For Free, Trial, Beta and Preview offerings, no service levels are committed; they are provided “as is” without any availability commitment, without liability for defects and without service credits (Section 5 paragraph 3 of the General Terms and Conditions). For Datargo Monitor, the availability commitment applies exclusively to the platform; delivery via third-party channels pursuant to Section 1 paragraph 4 remains excluded.

(3) Within the framework of Datargo One and Enterprise individual contracts, deviating, in particular higher, availability targets, deviating measurement and reporting modalities as well as additional performance indicators may be individually agreed. Such an individual agreement shall prevail over this SLA.

5. Planned maintenance, emergency maintenance and maintenance windows

(1) Datargo is entitled to temporarily interrupt the Services in order to maintain and improve operation, to apply updates and patches as well as for security reasons (maintenance).

(2) Datargo announces planned maintenance at least 48 hours in advance in text form or via the notification channels set up for the Customer. Planned maintenance is, where possible by its nature and purpose, scheduled in low-usage periods. Planned maintenance announced at least 48 hours in advance is disregarded as excluded time when calculating availability, provided that it does not exceed a total of 8 hours per calendar month.

(3) Datargo may carry out emergency maintenance to avert an acute threat to the security, integrity or operability of the Services or the data without observing the period pursuant to paragraph 2. In such a case, Datargo informs the Customer without undue delay and limits the emergency maintenance to the necessary extent and the necessary duration.

6. Service credits

(1) Where the availability actually achieved by a paid Service in a calendar month falls below the agreed availability target, Datargo grants the Customer, upon request, a fault-independent service credit expressed as a percentage of the net charges attributable to the affected Service for the relevant calendar month, in accordance with the following scale:

(2) The service credit is limited in aggregate per calendar month to 50 % of the net charges attributable to the affected Service for that month; for the Standard plan, the cap is 30 %.

(3) The service credit is not a contractual penalty but a fault-independent, reduction-like lump-sum settlement of the compensation for a pure availability shortfall.

(4) The Customer must assert the claim for a service credit in text form within 30 days after the end of the affected calendar month, stating the affected Service and the period claimed. After this period has expired, the claim is excluded.

(5) Service credits are offset exclusively against future charges. Payment in cash or any other monetary settlement is excluded.

(6) The service credit is the Customer’s conclusive remedy for the mere failure to meet the agreed availability. Any further claims for damages or for reduction of the charges on the grounds of a mere availability shortfall are excluded to that extent. This does not affect the liability of Datargo for intent and gross negligence, for the breach of material contractual obligations (cardinal obligations), for damage arising from injury to life, body or health, in the event of fraudulent concealment of a defect, under a warranty given, or under the ProdHaftG (German Product Liability Act); in this respect, Section 9 of the General Terms and Conditions applies. Likewise unaffected is the extraordinary right of termination pursuant to Section 13 of this SLA.

(7) Both contracting parties reserve the right to demonstrate that an actual disadvantage incurred is higher or lower than the service credit calculated according to this scale.

7. Exclusions from Downtime

The following periods of unreachability do not constitute Downtime and are disregarded when calculating availability, where they result from:

(a) planned maintenance in accordance with Section 5 paragraph 2 as well as emergency maintenance pursuant to Section 5 paragraph 3;

(b) force majeure as well as events beyond the reasonable control of Datargo, including distributed denial-of-service attacks (DDoS);

(c) circumstances within the Customer’s sphere, including faulty configuration, inadequate system requirements, the Customer’s internet access or a breach of cooperation obligations;

(d) disruptions at third-party providers or upstream services, including email, mobile, telephony and push services as well as integrated third-party systems and Customer Systems;

(e) the use of beta or preview features as well as Free and Trial offerings;

(f) a justified suspension of the Service, in particular in the event of payment default or abusive use in accordance with the General Terms and Conditions.

8. Support, service times and support channels

(1) Datargo provides the Customer with support for the Services via the following channels in accordance with the relevant plan or individual contract:

(2) The service times are governed by the relevant plan or individual contract:

(3) A proper incident report contains a description, sufficient for comprehensibility, of the disruption, the affected function and the impact as well as the information required for localisation. The Customer supports Datargo to a reasonable extent in localising and reproducing the disruption.

9. Incident classes and response times (Severity P1 to P4)

(1) Datargo handles incident reports by urgency (severity) in four levels from P1 (critical) to P4 (minor). The times stated below are expressly response times, that is, the time until the first qualified reply from Datargo within the service times. They are not resolution or restoration times; no specific time until the final remedy of a disruption is committed.

(2) The specific response times per severity and plan follow from the relevant plan or individual contract. Response times begin upon receipt of a proper incident report from the Customer within the service times. If an incident report is received outside the service times, the response time begins with the start of the next service time.

(3) Datargo carries out the initial classification of the severity on the basis of the reported impact and coordinates it with the Customer. If it turns out that a disruption is to be assigned to a different severity, Datargo adjusts the classification appropriately.

(4) Datargo remedies disruptions with the requisite care and on a priority basis in proportion to the severity. The Customer’s cooperation (paragraph 3 and Section 8 paragraph 3) is a prerequisite for timely processing; delays within the Customer’s sphere extend the relevant times accordingly.

10. Escalation and escalation matrix

(1) Where a disruption of severity P1 or P2 is not adequately processed within the time provided for the respective level, or where the impact worsens, the Customer may escalate the processing in accordance with the following escalation matrix:

(2) Both parties name suitable contact persons for the escalation and keep their availability up to date. For Enterprise and Datargo One customers, a named contact person (Technical Account Management) may be agreed as a permanent escalation contact.

(3) In the case of disruptions affecting regulated customers, the reporting, support and escalation provisions pursuant to Section 11 apply in addition.

11. Regulated customers (DORA and NIS2)

(1) For customers that are subject to regulated requirements as financial entities within the meaning of Regulation (EU) 2022/2554 (DORA) or as essential or important entities within the meaning of Directive (EU) 2022/2555 (NIS2) and its national implementation, this SLA serves to agree quantitative and qualitative performance targets that enable the Customer to effectively monitor the Services obtained and to take appropriate corrective measures without undue delay.

(2) Datargo supports regulated customers in the case of incidents affecting the Services within the framework of the agreed service and escalation provisions at no additional cost or at costs agreed in advance. Datargo makes available the evidence and reports provided for in Section 12 to the extent that the Customer requires them to fulfil its regulatory obligations.

(3) The extended information, monitoring, audit and access rights going beyond this SLA, the provisions on subcontractors, on support in the case of ICT incidents as well as on exit strategies and transition periods are governed by the DORA Addendum , which takes precedence over this SLA for the customers concerned. Compliance responsibility remains with the Customer; this SLA and the Services do not establish any assurance that use alone fulfils the regulatory requirements.

12. Reporting, status page and availability evidence

(1) Datargo provides information on the operational status of the Services, planned maintenance and significant disruptions via the status page as well as via the notification channels set up for the Customer.

(2) Upon request, Datargo makes available to the Customer, to a reasonable extent, evidence of the availability achieved in the reporting period (availability report). For Enterprise and Datargo One customers, regular reporting on the service levels achieved, at least quarterly, may be agreed.

(3) Datargo makes available further evidence on security and compliance, in particular certificates, attestations and audit reports, in accordance with Section 16 of the General Terms and Conditions and via the Trust Center .

13. Extraordinary right of termination in the event of a repeated SLA shortfall

(1) Where a paid Service falls below the target availability agreed for it in three consecutive calendar months or in four calendar months within a period of twelve months, a repeated significant failure to meet the agreed service levels exists.

(2) In this case, the Customer is entitled to an extraordinary right of termination for cause with regard to the affected Service. The right of termination is subject to the condition that the Customer notifies Datargo of the repeated shortfall in text form and sets a reasonable period for remedy, unless a remedy is obviously futile or unreasonable. The termination requires text form.

(3) The right of both parties to extraordinary termination for cause pursuant to Section 19 of the General Terms and Conditions as well as the service credits pursuant to Section 6 remain unaffected. The assertion of service credits is not a prerequisite for the termination.

14. Final provisions

(1) This SLA is an annex to the General Terms and Conditions; in all other respects, the General Terms and Conditions apply accordingly, in particular the provisions on liability (Section 9), force majeure (Section 23), limitation of actions (Section 24) as well as on governing law and place of jurisdiction (Section 26).

(2) Amendments and supplements to this SLA require text form. Individual agreements between the parties take precedence over this SLA.

(3) Should any provision of this SLA be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected thereby. The relevant statutory provision shall take the place of the invalid or unenforceable provision.

Authoritative language version

This document is provided in German, English and French. The English and French versions are translations provided solely for convenience. The German version is authoritative and solely binding in the event of any dispute or any difference of interpretation or translation.