Service level agreement
This is the official SLA of Humanizing Technologies GmbH.
Between
[...]
(hereinafter referred to as “Customer”)
and
[...]
(hereinafter referred to as “Provider”)
-Customer and Provider individually or collectively hereinafter also referred to as “Party” or “Parties.”
§ 1 Subject
(1) The Parties have entered into an agreement for the provision or operation of humanoid robots or virtual avatars (“Main Contract”). In addition to this agreement, this Service Level Agreement (“SLA”) describes support services provided by the Provider's support teams, which can be booked separately by the Customer in service packages.
(2) If provisions of the Main Contract contradict provisions of this SLA in whole or in part, the provisions of this SLA shall take precedence.
§ 2 Specified service packages and prices
(1) The following service packages are available:
· Robot package: available if the Main Contract refers to one or more Pepper, Temi, or NAO robots.
· Avatar package: available if the main contract refers to one or more avatars, regardless of whether the avatars are permanently installed or used on a mobile basis.
· Avatar + hardware package: Same as the avatar package, plus limited hardware support. Hardware support is limited to the following areas related to the use of the avatar:
o Camera and its settings
o Microphone and its settings
o Browser settings
No support for the operating system or the hardware itself. Additional restrictions apply if the hardware supplier has restricted the customization options.
(2) Each package can be booked in a variant with or without priority. The “with priority” variant shortens the response and resolution time due under this SLA.
(3) A base price applies to all packages. The base price for a package refers to one robot or avatar and is taken from the price list or an offer from the provider. Additional costs of 20% will be charged for each additional robot. Additional costs of 20% will be charged for each permanent installation of an avatar. Multiple avatars that are used in a mobile manner count as one avatar in total.
§ 3 Support services within the scope of this agreement
(1) The following services shall be provided within the scope of this agreement:
· Self-help: Interactive support via automated systems, including:
o Access to a constantly growing documentation, AI-supported (ChatGPT) and knowledge database.
o Updated pop-ups and onboarding materials.
o Weekly webinars for beginners and advanced users and access to recordings of past webinars.
o HT's YouTube channel.
· General support: managed by the provider's employees, including:
o Contacting HT during business hours by phone, email, or Microsoft Teams meetings (if necessary).
o Answering technical questions about avatars, Pepper, Temi, and NAO.
o Support with hardware-related issues by facilitating communication between the manufacturer and the customer.
o Support with software-related issues provided by HT (Plural, RMS, Remote Control, etc.), excluding programming tasks.
· Advanced support: only available for Avatar and Avatar + Hardware package, including:
o Collecting and evaluating feature requests
o Validating, prioritizing, and forwarding errors and problems to the development team for resolution, if possible, without a set time frame
(2) Self-help is available 24 hours a day, seven days a week, with a minimum availability of 95% per calendar year (annual average). Availability is calculated as follows: Availability = (total time - total downtime) / total time * 100. This does not include announced maintenance windows or temporary restrictions due to force majeure. Force majeure shall be deemed to include all unforeseeable events and events whose effects on the performance of the contract are beyond the control of either party. Such events include, but are not limited to, natural disasters, labor disputes, including in third-party operations, interruptions in power, telecommunications, and Internet services, as well as official measures, but also hack/DoS attacks or similar events.
(3) General and extended support is available Monday through Friday from 9:00 a.m. to 5:00 p.m. (CET).
(4) Additional general and extended support can be provided on Saturdays, Sundays, and public holidays upon request and with at least two weeks' advance notice. Additional fees apply for additional support services.
§ 4 Response and resolution time for general support
(1) The provider will respond to the customer's request for general support within 8 hours of receiving the notification (“response time”).
The response time for general support is halved to 4 hours if the customer has booked a priority package.
(2) The provider will find a solution to the customer's request for general support within 48 hours of receiving the notification (“resolution time”).
The resolution time for general support is halved to 24 hours if the customer has booked a priority package.
(3) No fixed response or resolution times are specified for extended support. Approximate:
Response time: 8 hours
Resolution time: 96 hours.
(4) The Provider shall assign a processing number (“ticket”) to each customer request. At the customer's request, the Provider shall inform the customer of the status of the processing of a specific ticket.
§ 5 Responsibilities of the customer
(1) The customer undertakes to take reasonable steps to troubleshoot the problem before submitting a support ticket, including reviewing the documentation and following standard troubleshooting procedures.
(2) The customer is obliged to provide the provider with all necessary information and access rights to enable effective problem resolution. For comprehensive support, the use of TeamViewer or similar remote desktop software is required to enable complete remote monitoring and support.
§ 6 Term and termination
(1) This service agreement shall enter into force upon signature by both parties and shall automatically terminate upon termination of the main contract.
(2) Each party shall have the right to terminate the agreement for good cause.
(3) Good cause shall be deemed to exist for the Provider in particular if the Customer is in default of payment for a period of more than 2 months.
(4) Termination must be made in writing.
(5) Termination of this Service Level Agreement shall not terminate the main contract unless the main contract is also terminated by separate notice of termination.
§ 10 Final provisions
(1) The general terms and conditions of the parties shall not apply to this Service Level Agreement. This shall also apply if such terms and conditions are not expressly contradicted. There are no verbal or written side agreements to this contract.
(2) The possible invalidity, ineffectiveness, contestability, or unenforceability of individual provisions of the SLA shall not affect the validity or enforceability of the remainder of the contract. Rather, such provisions shall be replaced by provisions that best correspond to the meaning and purpose of the contract and the intent of the parties. If the intent of the parties in this regard cannot be determined, the statutory provisions shall apply, if available. This rule of interpretation shall also apply to ambiguous or contradictory provisions and any gaps in the contract.
(3) Any transfer of rights and obligations under this Service Level Agreement by one party to third parties requires the prior written consent of the other party. Such consent may not be refused without good cause.
(4) The customer may only offset the provider's claims for remuneration against claims that have been legally established or recognized by the provider.
(5) Amendments and supplements to this service agreement must be made in writing, unless otherwise specified.
(6) All questions arising in connection with this service agreement shall be governed by the laws of the Federal Republic of Germany, excluding the conflict of laws provisions of German international private law. The exclusive place of jurisdiction for all disputes arising from this service agreement shall be the registered office of the provider, unless a exclusive place of jurisdiction is established by law.
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(Customer) (Provider)