1. Maintenance and Support

During the Subscription Period to access and use the system, Xplanis provides maintenance and support services to ensure optimal performance and security of the system. This includes regular updates, bug fixes and enhancements to the platform, along with timely assistance and technical software support to address users queries or issues.

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2. Support Availability

Normal support is accessible between 08:00 a.m. to 05:00 p.m. (Swiss time) and extended support from 07:00 a.m.to 08:00 a.m. and from 05:00 p.m. to 07:00 p.m. (Swiss time), Monday to Friday through Xplanis support portal, by email via support.logistics@xplanis.com or by the support hotline. Technical software support is delivered by Xplanis’ support team.

Public holidays references hereinare public holidays in the canton of Berne, Switzerland.

Receipt of an incident report shall be acknowledged as specified below (the “Initial Response Target Time”). Xplanis shall, after receipt and acknowledgement of an incident report, use commercially reasonable efforts to resolve the incident as indicated below (the “Target Resolution Time”).

In case of a public holiday, the Initialresponse target time shall start the following workday. For the avoidance ofdoubt, the initial response target time and target resolution Time providedbelow are applicable for customer environments used in production only.

• Highest incident priority: Work is impossible or business-critical processes are affected; No workaround available or workaround completely unstable; Example: System failure, unavailability, data loss, failures violating SLAs.
  
  • Initial response target time: 1h
  • Status updated target time: Every 2h
  • Target resolution time: 1 business day

• High incident priority: Essential work processes severely restricted; Workaround hardly reasonable or only usable with considerable additional effort; Example: Central function is faulty, temporary workaround only possible with considerable effort.
  
  • Initial response target time: 2h
  • Status updated target time: Every 4h
  • Target resolution time: 3 business day

• Medium incident priority: Restrictions that disrupt the workflow but do not completely block it; Workaround available, but cumbersome or only suitable for certain users; Example: Important function delayed or cumbersome to use, but no blockage.
  
  • Initial response target time: 4h
  • Status updated target time: Daily
  • Target resolution time: 5 business day

• Low incident priority: Minor restrictions, normal work still possible; Workaround available, easy to use, with minimal additional effort; Example: Part of a tool is malfunctioning, but the main functionality is still available.
  
  • Initial response target time: 1 day
  • Status updated target time: Upon request
  • Target resolution time: 14 business day

• Lowest incident priority: No to very little impact on everyday work; Workaround not necessary or fully available and easy to use; Example: Cosmetic errors (e.g., incorrect icon), suggestions for improvement, change requests without time pressure.
  
  • Initial response target time: N/A
  • Status updated target time: Upon request
  • Target resolution time: N/A

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3. System Availability and Initial Response Target Time

• System availability: 99.5%. System availability is measured monthly and averaged over a year, excluding (i) scheduled Downtime necessary for maintaining and improving the quality of the system and (ii) excluded time.
• Initial Response Target Time: 99.5%. The initial response target time excludes night times, weekends and public holidays.

4. System Availability

4.1 Yearly Target

Xplanis shall use commercially reasonable efforts to make the system available for at least the yearly target as calculated each calendar month over a year.

4.2 Calculation.  

The system availability shall be calculated as follows:((total number of available minutes minus number of downtime minutes), divided by total number of available minutes) multiplied by 100, measured per calendar month. If the subscription period includes a partial month, the numerator and denominator shall only include the days that are part of the subscription period for that month.

4.3 Scheduling Downtime.  

If Xplanis does not notify customer about scheduled downtime before the maintenance notification time, that period of unavailability shall not qualify as scheduled downtime and shall count as downtime minutes. Xplanis may notify customer about scheduled downtime by electronic means, including by email, on the system, or on Xplanis’s website.

Scheduled downtime occurs as set forth below. During these periods monitoring is suspended. Scheduled downtime includes downtime of the system for major and minor release, patch release, network maintenance and emergency maintenance (as defined below). Xplanis shall try to combine network maintenance with other scheduled downtime whenever possible.

To the best of Xplanis’ abilities, scheduled downtime shall occur on Wednesday between 01:00 a.m. and 05:00 a.m.(Swiss time) or Sunday. To the best of its ability, Xplanis shall provide at least 48-hour notice of any scheduled downtime.

Definitions Related to Scheduled Downtime:

• Minor or major release includes updates to software, database, system configuration and functionality.
• Patch release includes fixes to software issues that were not addressed in the prior minor or major release.
• Network maintenance can be minor configuration changes to network equipment. Major configuration changes shall be treated as major releases and scheduled accordingly.
• Emergency maintenance relates to hardware or software fixes to correct asituation that poses substantial risk of causing service degradation orfailure.

5. Remedies

5.1 Service Credit.  

If System availability falls below the yearly targets, customer is eligible to receive a service credit. Service credits only apply towards future system fees owed by customer to Xplanis.

5.2 Requesting A Service Credit.  

To receive a service credit, customer must notify Xplanis within 7 days of the end of the month when customer experienced system unavailability, otherwise service credit eligibility shall expire for that month. Customer must include information about when it was unable to access the system and may be required to provide additional details about its attempts to access the system. If Xplanis can verify system unavailability in its internal monitoring systems and the disruption does not qualify as excluded minutes or scheduled downtime, Xplanis shall calculate and issue the applicable service credit (to be calculated and mutually agreed based on the impact on customer’s operations) on customer’s account to apply towards a future invoice.

5.3 Service Credit Limitations.  

Service credits may not be exchanged for, or converted to, monetary amounts. Service credits do not earn interest. Service credits shall not accumulate within a single subscription period in an amount more than1 months’ worth of system fees. However, for Invoice periods shorter than 1 year, service credits shall not accumulate within an Invoice period in an amount more than 5% of the system fees in that invoice period.

5.4 Exclusive Remedy.  

This SLA sets forth customer’s sole and exclusive remedy and Xplanis’ maximum liability for any failure of the system to meet the yearly targets, subject to mandatory provisions of Swiss law that cannot be excluded by contract.

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6. Definitions

“Available Minutes” means the total number of minutes in a calendar month, minus excluded minutes and scheduled downtime.

“Downtime Minutes” means the total number of minutes in a calendar month when the system is not available to customer, as confirmed by Xplanis’ internal monitoring systems, minus excluded minutes and scheduled downtime.

“Excluded Minutes” means when the system is not available because of (a) a force majeure event; (b)general Internet connectivity issues; (c) equipment or software made available by anyone other than Xplanis and that is not within Xplanis’ reasonable control; or (d) customer’s use of the system in a manner not authorized by the agreement.

“Scheduled Downtime” means time periods that occur during the maintenance window where the system is not available to customer.

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Terms not defined herein shall have the meaning set forth in the agreement

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7. SLA Rates and Options  

The following support times and rates apply (excluding VAT):

• Regular support times (08:00 a.m. to 05:00 p.m. CET Monday to Friday): 220 CHF/h
• Extended support times (07:00 a.m.  to 08:00 a.m. and from 05:00 p.m. to 07:00 p.m. CET Monday to Friday): 330 CHF/h
• Night and weekend (07:00 p.m. to 07:00 a.m. CET Monday to Friday, weekends and public holidays): 500 CHF/h, 250 CHF flatrate per support request. This support can only be provided for exceptional cases with limited and clearly defined support windows, and its availability must be contracted explicitly in the Offer.

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Yearly support package to be purchased upfront at a reduced rate (multiple  selections/combinations possible): 

• Regular support:
  
  • 10-Pack for CHF 2'090: 10 h/year (5% discount)
  • 20-Pack for CHF 4'950: 20 h/year (10% discount)
  • ‍50-Pack for CHF 9'350: 50 h/year (15% discount)
  • ‍100-Pack for CHF 17'600: 100 h/year (20% discount)
• Extended support
  
  • ‍5-Pack for CHF 1'600: 5 h/year (3% discount)
  • 10-Pack for CHF 3'135: 10 h/year (5% discount)
  • ‍15-Pack for CHF 4'603: 15 h/year (7% discount)
  • ‍20-Pack for CHF 5'940: 20 h/year (10% discount)

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