§ 1 Subject matter of the contract.

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1. The contract partners have concluded a software leasing agreement (“B2B Sales Management Platform “acto” contract offer) (the “main contract”). According to this contract, the provider has committed to provide the customer with certain software services as part of the software as a service solution “acto”. This service level agreement forms an attachment to the main contract.
2. The subject of this agreement is the more detailed description of the provider's scope of services in accordance with the main contract and the regulation of certain legal consequences if performance parameters are not met with regard to

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• system availability,
• the on-call service provided by the provider and
• the modalities for identifying and resolving errors and problems in connection with the use of the contractual services in accordance with the main contract by the customer.

3. Unless otherwise expressly provided in this Agreement, the rules and definitions contained in the main contract shall also apply with regard to this Agreement.

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§ 2 Execution of the contract.

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1. To implement this agreement, the contracting parties shall separately appoint their central contacts.
2. The contracting parties shall ensure that the central contacts they each designate keep themselves up to date on the status of their respective performance obligations and/or problems with the execution of this contract, in particular about:

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• Disruptions in the use of the provider's contractual services in accordance with the main contract
• Technical changes at a contractual partner that lead or may lead to impairment of the other contractual partner's network structure and the software used by the respective contractual partner

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§ 3 System availability.

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1. The provider guarantees a minimum availability of the contract services available for retrieval of 99.0% on an annual average. Availability is calculated using the following formula: Availability in% = (Agreed uptime in hours - Unplanned downtime in hours)/Agreed uptime in hours * 100%
2. The following definitions apply:

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• Agreed uptime: Uptime is the period in which the agreed resources are made available by the provider. The provider defines this time as 20 hours a day, 7 days a week.
• Unplanned downtime: Unplanned downtime is the period of time that elapses after the unavailability occurs during the promised service time until the provider's system with all components is available for regular operation again. The downtime is measured in hours or in fractions of it.
• Planned downtimes: Planned downtimes or maintenance times are not included in the availability of the software. In accordance with the main contract, the provider carries out regular maintenance work; these times are set as a maintenance period.

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3. When calculating unplanned downtime in accordance with Section 3 (1), downtime caused by circumstances for which the provider is not responsible is not taken into account. In particular, the provider is not responsible for any impairment of access to contractual services due to malfunctions and/or failures of technical systems and/or network components outside the data network operated by the provider, in particular line faults or failures at the cloud provider.
4. As soon as detectable errors occur for the customer or system restrictions or failures become foreseeable, the customer must immediately inform the provider's central contact person of this in accordance with Section 4 (1) below.

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§ 4 Support and problem reports.

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1. During the term of this agreement, the provider provides support (on-call service) for problem reports from the customer in connection with the use of the contract services. The customer can contact this support from Monday to Friday from 09:00 to 18:00 either of the following ways:

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• by telephone on the number +49 5251 6945707
• by e-mail at the address help@heyacto.com

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2. Problem reports from the customer must always be addressed to the contact addresses specified in Section 4 (1). The problem reports should describe the identified impairment as precisely as possible and include an initial assessment by the customer of the priority assigned to the problem report in accordance with Section 5 (1) below.

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§ 5 Response and processing deadlines.

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1. The provider must respond to problem reports submitted by the customer in accordance with the contract during the support period in accordance with Section 4 (1) within the following deadlines (response period):

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• If there are errors or other problems that have led to a complete system breakdown or failure of access to the contract services over a continuous period of more than two hours: Response within 4 hours (priority level 1 — urgent)
• If there are errors or other problems that have led to a failure of not insignificant parts of the system or to an impairment of access to the contractual services, as a result of which the availability of the contract services has fallen to below 50% over a continuous period of more than two hours: Response within 6 hours (priority level 2 — high)
• If there are errors or other problems that have led to noticeable disruptions in not insignificant parts of the system or to impaired access to the contract services, as a result of which the availability of the contract services has fallen to below 70% over a continuous period of more than three hours: Response within 8 hours (priority level 3 — low)

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2. The response period is met if the provider has confirmed receipt of the problem report within the relevant period of time, has classified the priority in accordance with the contract and has provided the customer with an initial root cause diagnosis, problem solution and/or measure to limit the problem.
3. The response period does not include periods outside support hours.
4. The problem reports submitted in accordance with Section 5 (1) must then be processed by the provider within the following standard periods of receipt (processing period)

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• Priority level 1 — urgent: one business day
• Priority level 2 — high: three business days
• Priority level 3 — low: four business days

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5. The processing period is met if the provider has resolved the problem within the relevant period of time or — if the problem cannot be resolved within the standard period — has notified the customer of the expected additional time required to fix it. The choice of means for processing is at the discretion of the provider.

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§ 6 Reports.

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1. During the contract period, the provider will report to the customer annually on system availability in accordance with § 3 and on compliance with the response and processing deadlines in accordance with § 5.
2. The customer will review the reports submitted to him in accordance with Section 6 (1) and notify the provider of any complaints in writing within one month of receipt. If the provider does not receive a written complaint within the one-month period, the report is considered approved provided that the provider has expressly pointed out this legal consequence by sending the report.

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§ 7 Remuneration.

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1. The provider's services in accordance with this agreement are to be remunerated with the expenses described in the main contract.
2. If the agreed response and/or processing deadlines are exceeded, the contractual partners agree to reduce the remuneration to be paid by the customer to the provider in the month in question for the contract services by the following percentages:

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3. If the guaranteed availability is not met, the contractual partners agree at the end of a contract year to refund the remuneration paid by the customer to the provider for the contract year for the contract services by the following percentages:

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• Greater than or equal to 99.0%: 0%
• Greater or equal: 97.0% to less than 99.0%: 5%
• Greater than or equal to 95.0% to less than 97.0%: 10%
• Below 95.0%: 15%

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4. Further claims by the customer in accordance with the main contract remain unaffected, except in the case of intentional or grossly negligent conduct.
5. If several of the contract violations referred to in Section 7 (2) occur in parallel, the customer has the option to claim only the measure with the highest remuneration. All other breaches of contract are not considered separately

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§ 8 Contract duration and termination.

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1. This contract begins with the signing of the main contract and automatically ends with the termination of the main contract, without the need for separate termination. The right to ordinary termination of this agreement is excluded for the duration of the main contract.
2. The right of the contracting parties to extraordinary termination of this agreement for good cause remains unaffected. The extraordinary termination of this agreement does not affect the existence of the main contract, unless the main contract is (also) terminated by a separate notice of termination.

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§ 9 Final Provisions.

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1. This service level agreement is part of the main contract. By signing the main contract, this service level agreement is approved.
2. Legally relevant declarations and notifications that are to be submitted after the conclusion of the contract must be made in writing to be effective.
3. All legal disputes between the parties arising from and in connection with this contract shall be settled by the ordinary German courts. The exclusive place of jurisdiction is, to the extent permitted by law, the registered office of the provider (Paderborn).
4. If this Service Level Agreement results in conflicting elements compared to the main contract, the provisions of the main contract always prevail. In addition, the components of the main contract also apply to this Service Level Agreement.

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