Version in force on 25/08/2020
Client: refers to all professionals, whether a natural person or legal entity, registered in the trade and companies register, or any equivalent commercial register, having concluded a Contract with SMART GLOBAL.
Contract: refers to the subscription, by the Client, to the contract of provision of the Platform.
Platform: refers to the application platform named ‘Smart Global Governance’ developed and published by SMART GLOBAL and made available to the Client in accordance with the terms of the Contract, the purpose of which is to organise and manage action to bring the user entity into statutory compliance with laws, regulations, codes and standards documents, regulatory standards, and/or international and national certifications and, depending on the services purchased by the entity, to digitise existing standards on the Platform and/or to create its own internal standards.
User: refers to the natural person who uses the services provided by the Platform and granted to the Client, who is employed by the Client or by subcontractors of the Client, and who is authorised to use all or part of the Platform, regardless of their location, and the methods of access.
SMART GLOBAL: refers to the company SMART GLOBAL GOVERNANCE, a simplified joint-stock company, with capital of 4,057.40 Euros, having its registered office at 1240 route des Dolines, 06560 Valbonne, Buropolis, registered in Grasse Trade and Companies Register as number 853 951 556.
Working Days and/or Working Times: refers to the days of the week from Monday to Friday between 8:30 AM and 5:30 PM (French mainland time), excluding French public holidays.
The service level agreement (hereinafter the “SLA“) describes the Platform support and maintenance services performed by SMART GLOBAL, the guarantees of availability of it, the measures to be taken in the event of service outages, and the corresponding response and repair times. All guarantees described below apply to the purchase of a licence for the Platform in Public or private SaaS mode under the Contract.
SMART GLOBAL may at any time amend, update or complete this SLA. Such amendments shall be communicated by email to the Client (an email is sufficient). The Client is entitled to object to any amendments which are communicated to it. If the Client does not object to all or some of the amendments communicated within fifteen (15) Working Days of receipt of the notification, the communicated amendments shall be considered to have been acknowledged and accepted by the Client and shall be applicable to it automatically from the end of the above-mentioned period. If the Client objects to the communicated amendments within the above-mentioned period of fifteen (15) Working Days, the SLA shall continue on the prior terms. The Client may send SMART GLOBAL any dispute, notification or miscellaneous indications to the address given at the end of the SLA.
The SLA shall take effect from subscription to the support and maintenance services of the Platform by the Client, for the term of the Contract.
It shall be renewed and/or terminated on the same terms as the Contract.
SMART GLOBAL offers various operators and network access suppliers which are located in the Client’s country.
SMART GLOBAL offers the Client the various products of the operator if it so wishes, in particular in terms of options to secure data or infrastructure, which it considers to be the most appropriate for its requirements and the requested configuration, and having regard for the requirements and indications given by the Client.
Certain choices for securing the telecommunications network can make it necessary for there to be direct contractualisation between the Client and the operator recommended by SMART GLOBAL.
Since SMART GLOBAL cannot be held liable for network line outages, it draws the Client’s attention in particular to the importance of the choice of product of the operator, and in particular of the contingency plan option it is able to offer through the installation of a parallel line in the event that the network is subject to an outage.
SMART GLOBAL shall, with the Client, apply the communications contingency plan defined by the Client.
5. AVAILABILITY OF THE PLATFORM
The rate of availability is the percentage of time, over a given period, for which the Platform is accessible, and its main characteristics are functional.
The Platform is considered as unavailable if it is impacted by a blocking Anomaly.
The rate of unavailability is calculated as follows:
- Annual unavailability rate (%) = (total number of hours – number of hours of unavailability)/(total number of hours) x 100
The above calculations relate to one calendar year (from 1 January at midnight).
The Platform’s Uptime Guarantee (GTD) is SMART GLOBAL’s undertaking to provide a minimum level of Rate of Availability:
|Rate of Availability||99.9%|
|Limit of unavailability (calculation over 1 year)||8 hours, 45 minutes, 36 seconds|
|Maximum loading time of the Platform||< 4 seconds for 90% of the loaded content|
|Re-establishment time in the event of an incident||Refer to the section “Maintenance”|
6. Quality of SERVICE
- SMART GLOBAL cannot guarantee continuity of service, performed remotely over the Internet, which the Client acknowledges and accepts without reserves
- In addition, it is the Client’s responsibility to comply with the volume thresholds indicated in the Contract, and to inform SMART GLOBAL in the event of an increase of its requirements in terms of processing capacity.
- SMART GLOBAL undertakes to put in place effective controls which can give a reasonable assurance that the Client can access and use the Platform 24/7.
- SMART GLOBAL guarantees implementation of the Platform pursuant to the SLA. The Platform, including one or more of its functions, can occasionally be suspended due to preventive or upgrade maintenance actions required for satisfactory operation of the servers or Platform.
- If the Platform is interrupted for maintenance, SMART GLOBAL undertakes to follow the procedure of the operations described hereinafter, in order that the Client can be informed optimally of the interruption, and that it can take measures sufficiently far in advance to prevent any disruption of its activity.
- SMART GLOBAL may not be held liable for the possible impact of this unavailability on the Client’s activities, and in particular to compensate for any losses which may be invoked by the latter.
- SMART GLOBAL shall be liable for all consequences of an interruption or suspension of the Platform for maintenance if the present procedure is not followed by SMART GLOBAL, and in particular if it has not informed the Client sufficiently far in advance to enable it to anticipate the suspension of maintenance, and to modify its use of it, if applicable.
- SMART GLOBAL has in particular established a redundant system permitting uninterrupted service.
7. CLIENT SUPPORT
If the Client has made an express request to this effect in the Estimate, SMART GLOBAL shall assist the Client in installing, configuring and using the Platform.
SMART GLOBAL’s support includes in particular:
- The required initial technical training and assistance with configuration and correct use of the Platform.
- The required data and the satisfactory practices for its optimum use.
- The procedures to analyse and characterise the problems, to implement a Workaround Solution or a patch.
The assistance service is provided during Working Days and Hours.
The Client undertakes to choose a group of Users (“Dedicated Users “) which shall be the key contacts for the Client’s Users in their day-to-day use of the Platform, and of SMART GLOBAL’s assistance for the initial installation activities, project reviews and provision of maintenance.
In particular, the Dedicated Users shall provide the Client’s Users with a general assistance service, and shall undertake a first analysis of problems mentioned by the Users, before involving SMART GLOBAL. The Dedicated Users shall take appropriate measures to characterise and to resolve any problems which are not classified as an Anomaly of the Platform, for example problems which may be due to:
- Incorrect use of the Platform,
- The User’s Internet connection, or the equipment used to log on to the Platform,
- Unavailability or malfunction of the services of the Client or of third parties of the Client interconnected to the Platform.
If none of the procedures undertaken by the Client’s Dedicated Users allows the malfunction of the Platform to be resolved the Client shall present the problem to SMART GLOBAL.
Before it can be addressed effectively the problem must first be correctly characterised (e.g. precise description of all observed malfunctions, of the detailed steps which have caused the occurrence of the Anomaly, copies of error messages received, all attempts to resolve the problem, and their respective results).
The problem can then be notified to SMART GLOBAL’s assistance service through the communication channels defined in article 8 hereinafter. It shall then be processed as corrective maintenance, on the terms of article 9.1 hereinafter.
The Client can communicate with SMART GLOBAL’s assistance service:
- By email to the address email@example.com;
- Through the online support interface available on the Platform;
- By telephone during Working Days at the numbers given on the Platform.
The Client is informed that the support is available only in French and English.
SMART GLOBAL shall provide the Client, under an undertaking of due care, with a Platform maintenance service, on the terms defined hereinafter.
9.1. Corrective maintenance
During the term of the Contract SMART GLOBAL shall provide corrective maintenance of the Platform and shall strive to the best of its ability to ensure satisfactory operation of it.
In order to be addressed, the Anomaly must be described by the Dedicated User precisely and in a documented manner.
On receipt of the notification of the Anomaly by the Dedicated User, and complying with the periods stated in the table hereinafter, SMART GLOBAL shall qualify the Anomaly according to the criteria defined hereinafter, and shall then strive to the best of its ability to correctly the Anomaly as rapidly as possible, whilst complying with the Guaranteed Restoration Time described in the table below.
|Correction of the Anomaly||Guaranteed Response Time (GTI)||Guaranteed Restoration Time (GTR)|
|Blocking anomaly Malfunction of a critical service, causing complete interruption of the service.||2 Working Hours||2 Working Hours|
Major service malfunction, causing
massive interruption of the service, or leading to substantial delays.||8 Working Hours||8 Working Hours|
|Minor anomaly Standard service malfunction which has no effect, or a trivial effect, on scanning and transmission of emails.||24 Working Hours||As rapidly as possible|
SMART GLOBAL shall inform the client as rapidly as possible if the malfunction does not relate to the service.
SMART GLOBAL shall inform the Client as soon as the Anomaly has been eliminated.
The method by which the Anomaly shall be addressed shall be at SMART GLOBAL’s discretion, and may take the form of a software patch, provision of a workaround solution, or any other means enabling the Anomaly concerned to be prevented from re-occurring.
9.2. Upgrade maintenance
SMART GLOBAL shall strive to the best of its ability to maintain the Platform in a satisfactory operational condition for the provision, and installation, in a timely manner, of the requisite updates enabling: (ii) the Platform to be adapted to technological changes of the networks and of the IT facilities, (iii) use of the Platform to be improved.
To undertake this maintenance SMART GLOBAL shall intervene, either on its own initiative or at the Client’s request when an event occurs which may lead to an Anomaly, and which requires an update of the Platform.
SMART GLOBAL shall automatically give the Client, without additional cost, the updates of the Platform resulting from performance of the maintenance services, excluding all major updates of the Platform (new version of the Platform) and/or installation of new functions, which shall be performed on the basis of an estimate, in accordance with the Client’s requests.
SMART GLOBAL’s interventions in respect of upgrade maintenance may make all or part of the Platform temporarily unavailable. SMART GLOBAL shall inform the Client by all means of the availability of an update, in order, as far as is possible, to prevent any disruption of use of the Platform by the Users.
Each planned maintenance operation which leads to a service interruption of more than 30 minutes shall be communicated to the Client by email with the following details at least 48 hours before the planned maintenance operation:
- Time of maintenance operation,
- Anticipated duration of the interruption and
- Anticipated degree of seriousness of the interruption.
As far as possible, each planned maintenance operation which leads to a service interruption of more than 30 minutes shall be made between 7:30 PM and 7 AM on Friday.
10. CLIENT’S OBLIGATIONS
The Client undertakes to cooperate actively and in good faith with SMART GLOBAL to enable it to deliver the maintenance services for which it is responsible pursuant to the terms of the SLA and, in general, of the Contract. This being so, the Client undertakes (i) to communicate, spontaneously, all events, information or documents which may be effective for satisfactory use of the Platform, and more generally for satisfactory performance of the Contract, (ii) to put SMART GLOBAL in contact with the Client’s Dedicated Users, (iii) to provide all useful logins in its IT environment to SMART GLOBAL, to enable it to perform the services in accordance with its undertakings, and (iv) to assist SMART GLOBAL, at the latter’s request, in performing the maintenance services, and to implement all measures requested by SMART GLOBAL on this basis.
The Client also undertakes regularly to keep itself informed with SMART GLOBAL about all aspects relating to satisfactory use of the Platform.
The Client shall inform SMART GLOBAL, as rapidly as possible, of any element which may directly influence performance of the Contract.
The Client undertakes to use the Platform in accordance with the terms of the SLA, and the recommendations and instructions of SMART GLOBAL communicated to the Client, in particular in the documentation of the Platform and/or in connection with performance of the services for support and/or maintenance of the Platform and, in general, in accordance with the terms of the Contract.
The Client also undertakes to pass on to SMART GLOBAL, without delay and in accordance with the procedures set out in the SLA, all Anomalies, information, events, incidents and/or useful documents which are communicated and/or sent to it by the Users, to enable SMART GLOBAL to perform the maintenance services in accordance with the terms of the SLA.
SMART GLOBAL strives to make access and use of the Platform secure. SMART GLOBAL has installed effective protection measures against unauthorised physical and electronic access to the operating systems and to SMART GLOBAL’s applications, and also to the Client’s Data in order to procure a reasonable degree of assurance that access to the system and to the Client’s Data is restricted to authorised persons, and that this data is protected against all uses not in accordance with its intended use.
SMART GLOBAL also cares about protection of the Clients’ and Users’ personal data, pursuant to the regulations applicable to the protection of personal data, and in particular Regulation (EU) no. 2016/679 of the European Parliament and of the Council of 27 April 2016 known as the “GDPR”, and law no. 78-17 of 6 January 1978 amended, known as the “Computing and Freedom Law”. For more information concerning the personal data protection rules published by SMART GLOBAL, the Client is requested to examine SMART GLOBAL’s Confidentiality Policy, available at the following address: https://www.smartglobal.com/privacy.
Without prejudice for all other provisions of the Contract, SMART GLOBAL shall be released as of right from all obligations and liabilities in respect of maintenance of the application Solution in the following cases:
- a breach by the Client of its cooperation obligation as defined in the SLA, or its payment obligation, as defined in the Contract;
- if the Anomaly results (i) from use of the Platform not in accordance with its intended use, its documentation, the instructions and/or recommendations given by SMART GLOBAL in connection with support or maintenance, or in general with the provisions of the SLA, (ii) from an intervention by the Client or a third party on the platform which has not been authorised beforehand in writing by SMART GLOBAL, or (iii) from an IT program not provided by SMART GLOBAL;
- restoration of Data in the event of accidental destruction of it not attributable to a fault by SMART GLOBAL;
- no training of the Client and of the Users;
- correction of malfunctions, bugs, etc., resulting from the Client’s IT environment, and in particular from third-party applications belonging to or granted in addition to the Client.
- development of new functions or applications;
- modifications to be made to the Platform for use of it in the Client’s environment, other than those covered by the Contract.
- unauthorised modification of the Platform by the Client, a User or by a third party;
- installation of any application packages, applications or operating systems not compatible with the Platform;
- use of incompatible consumables;
- unavailability of electrical power, or of telephone or Internet services, which prevents SMART GLOBAL or the Platform from reaching the IT environment of the Client or of a third party hoster;
- a deliberate act of degradation, malicious act or sabotage;
- All events of force majeure, within the meaning given by article 1218 of the Civil Code and case law.