Service Level Agreement NewU
Article 1 – Definitions
1.1. Capitalised terms used in this Service Level Agreement shall have the meaning ascribed to them in the General Terms and Conditions of Sale of NewU. In addition, the following definitions shall apply:
1.2. NewU: RabbitQuest B.V., having its registered office in Amsterdam and its place of business at Tolstraat 127, 1074 VJ Amsterdam, the Netherlands, registered with the Netherlands Chamber of Commerce (Kamer van Koophandel) under number 75177307.
1.3. Licensee: Any legal entity with which NewU enters or has entered into a legal relationship concerning the provision of its Licence.
1.4. Software: The online software provided by NewU, including the mobile application, the web application, the management portal and any other digital functionalities forming part of the Services.
1.5. User: an employee, self-employed contractor or other person who is entitled to use the Software pursuant to the Agreement.
1.6. Support Window: Monday to Friday from 09:00 to 17:00 Dutch time, excluding Dutch public holidays.
1.7. Support Hour: One hour within the Support Window. Time outside the Support Window shall not be taken into account in calculating any period expressed in Support Hours.
1.8. General Terms and Conditions of Sale: The general terms and conditions of sale of NewU published at https://www.newu-app.io/en/general-conditions-of-sale, of which this Service Level Agreement forms an integral part.
1.9. Material Structural SLA Breach: A Structural SLA Breach that demonstrably and significantly restricts the availability or use of an essential part of the Software.
1.10. Availability Standard: The minimum availability of the Software per calendar month as described in Article 2.1.
1.11. Unavailability: The situation in which the core functionality of the Software is not accessible or not usable for Users, as determined on the basis of the monitoring of the production environment.
1.12. Excluded Minutes: Minutes of Unavailability that are not taken into account pursuant to Article 2.2 or Article 2.4.
1.13. Monthly Fee: The monthly portion of the licence fee payable by the Licensee for the Software, exclusive of VAT. Where the fee is invoiced annually, the Monthly Fee shall be one twelfth of the annual fee for the current contract year.
1.14. Response: An initial substantive reply by an employee of NewU to a report submitted by the Licensee, in which NewU confirms receipt, communicates the classification and states the initial findings or next steps. An automatically generated acknowledgement of receipt shall not constitute a Response.
1.15. Response Standard: The period referred to in Article 3.2 within which NewU shall provide a Response.
Article 2 – Availability and maintenance
2.1. NewU shall ensure that the Software is available for at least 98% of the time during the Support Window in each calendar month. NewU measures this by means of the monitoring of the production environment. The percentage is the number of minutes without Unavailability within the Support Window, divided by the total number of minutes within the Support Window in that month. Excluded Minutes shall be disregarded for this purpose.
2.2. Unavailability resulting from scheduled maintenance carried out in accordance with Article 2.3, emergency maintenance, force majeure, malfunctions at suppliers, including cloud, hosting and e-mail providers, and acts or omissions of the Licensee or Users shall not be taken into account. Such minutes shall constitute Excluded Minutes.
2.3. NewU endeavours to carry out maintenance without interruption of the Software. Where downtime is necessary, scheduled maintenance may take place on working days between 18:00 and 06:00 Dutch time, or at weekends. NewU shall announce scheduled maintenance outside this window at least three working days in advance. Emergency maintenance may be carried out without prior notice where this is necessary for the security, integrity or stability of the Software.
2.4. The Software offers integrations with wearables, devices and applications of third parties, including a wearable integration partner and direct integrations with, among others, Apple Health, Samsung Health and Strava. The functioning of these integrations depends on the systems, interfaces and terms of those third parties, over which NewU has no control. NewU does not guarantee that any integration will remain available, operate without interruption or provide complete data. Unavailability, restriction or termination of an integration attributable to a third party shall not constitute Unavailability of the Software.
Article 3 – Support and handling
3.1. Support shall be provided within the Support Window. Reports shall be submitted via the support chat in the Portal or by telephone via the support number published by NewU in the Portal. Reports received and problems identified by NewU outside the Support Window shall be deemed to have been received or identified, respectively, at the start of the next Support Window.
3.2. NewU shall provide a Response within eight Support Hours of receipt of a report from the Customer. The Response Standard shall be deemed to have been met in a calendar month if at least 90% of the Customer’s reports in that month have received a Response within this period.
3.3. NewU shall classify and handle reports as follows:
- Blocker: The core functionality of the Software is inaccessible or unusable for all or a substantial proportion of the Users. NewU shall address the problem immediately with the highest priority. A Blocker shall be escalated to NewU’s technical team immediately upon receipt of the report, or upon identification through NewU’s monitoring, and the technical team shall endeavour to provide a solution or workaround within one Support Hour.
- Urgent: Important functionality of the Software is not usable, without there being a complete blockage. NewU shall endeavour to provide a solution or workaround within eight Support Hours after NewU has received the report or has identified the problem through its monitoring.
- Other: All other reports concerning defects in the Software, including deviations that do not block use and visual imperfections. NewU shall schedule the handling thereof on the basis of impact and priority.
The Licensee may propose a classification when submitting a report. NewU shall determine the classification reasonably and shall explain it at the Licensee’s request.
3.4. Where the Licensee has reported a malfunction that has been classified as a Blocker or Urgent, NewU shall inform that Licensee as soon as the malfunction has been resolved.
3.5. If a Blocker or Urgent issue has not been resolved or provided with a workaround within the applicable target period, the Licensee may request escalation via the channels referred to in Article 3.1, or contact NewU’s management. NewU shall then refer the report to the responsible manager and inform the Licensee of the current status, the next steps and the time of the next update.
3.6. Requests for new or modified functionality do not fall within the scope of this Article.
Article 4 – Nature of the service levels and consequences of non-performance
4.1. The Availability Standard and the Response Standard are obligations of result, measured per calendar month as set out in Article 2.1 and Article 3.2, respectively. The escalation and the target periods set out in Article 3.3 are best-efforts obligations.
4.2 If NewU fails to meet the Availability Standard in any calendar month, NewU shall credit 10% of the Monthly Fee, provided that the Licensee requests this in writing within thirty days after the end of that month. The credit shall be set off against the next invoice or paid out within thirty days after the end of the Agreement.
4.3. If, owing to a cause attributable to NewU, NewU fails to meet the Availability Standard or the Response Standard in three consecutive calendar months or in four calendar months within a period of six months (a Structural SLA Breach), NewU shall, upon request, provide a root cause analysis and improvement plan and shall discuss the progress with the Licensee. If a Material Structural SLA Breach persists after a written notice of default and a remedy period of at least thirty days, the Licensee shall be entitled to terminate solely that part of the services to which the SLA breach relates.
4.4. The credit and the right of termination under this Article constitute the Licensee’s sole and exclusive remedies for failure to meet the Availability Standard or the Response Standard and are in lieu of any damages.
