General
‍Terms of Service

Kertos Compliance OS

1. Basic service specification

1.1 To the extent that terms used in these terms of service are defined in the Service Agreement of Kertos GmbH, Klosterhofstr. 6, 80331 München ("Kertos"), the definitions shall also apply to this Service Specification.

1.2 Kertos offers the Customer the use of the web-based Application Kertos Compliance OS. The Application is provided as a SaaS Service.

1.3 As of the provision date, the Customer shall receive access data to the booked Application.

1.4 The Application is accessed via a web browser. The Application supports access via the common web browsers for which the product life cycle has not yet reached the "end of life" status (such as Internet Explorer).

1.5 The Customer can independently create master data for users in the Application.

2. Scope of Services for the Application “Kertos Compliance OS”

The application "Kertos Compliance OS" enables the customer to centrally manage compliance-, privacy- or certification-relevant processes within his organization. The application consists of various modules, which are activated for the customer on a customized and offer-dependent basis. The exact range of functions can be found in the contract sheet.

3. Availability

3.1 Kertos represents and warrants that the actual availability of the Application will not be less than 98.00 % per year. The actual availability in percent is calculated as follows:

Actual availability = ((Agreed availability time - Downtime) / Agreed Availability Time) x 100

3.2 The "Agreed Availability Time" defined in the above formula is based on 365 days per year (366 days in calendar defined leap years). The measuring point for the availability is the output router of the data center used by Kertos, via which the Application is operated.

3.3 The "Downtime" is the period during which the Application cannot be used in accordance with the Contract. When calculating the Downtime, the unavailability of the Application is disregarded if:

• 3.3.1 the unavailability is due to Force Majeure or other events beyond the control of Kertos;
• 3.3.2 the unavailability is caused by announced or unforeseeable urgent maintenance work, e.g. maintenance work for the elimination of security vulnerabilities;
• 3.3.3 the unavailability is caused by activities or work of third parties. who are not subcontractors of Kertos.‍
• 3.3.4 Kertos shall be entitled to carry out regular maintenance work ("Planned Maintenance Work") but shall try to keep the interruptions of the agreed availability time as low as possible. Kertos will inform about Planned Maintenance Work at least 2 days before the start of the maintenance work.

4. Remedy of malfunctions

4.1 The service time runs from Monday to Friday, from 10:00 a.m. to 5:00 p.m. (CEST/CET), except on federal holidays and holidays in the state in which Kertos has its headquarter.

4.2 The Customer and the authorized users may address support requests (in particular malfunction reports) to Kertos by telephone or by e-mail.

4.3 Support requests must be reported by the Customer or authorized user, stating name, telephone number and contact address. The Customer must also describe the reason for the support request to an appropriate extent and in detail.

4.4 Kertos shall be obliged to remedy malfunctions according to the respective degree of malfunction:

• 4.4.1 Degree 1: The use of the Application is impossible or severely restricted so that core functionalities cannot be used. The Customer's operations are thereby so significantly impairedthat a remedy must be found asquickly as possible.

• 4.4.2 Degree 2: The use of the Application is significantly restricted. However, core functionalities of the software are not significantly restricted. A workaround is not possible with reasonable effort.

• 4.4.3 Degree 3: No core functions of the Application are affected. However, business processes are significantly impaired due to faulty or non-executable functions. A workaround is not possible with reasonable effort.

• 4.4.4 Degree 4: A malfunction of degree 4 exists if the malfunction has no or only minor effects on the Customer's normal business processes.

4.5 The response time begins when the malfunction is reported during the service time. If the report is made outside the service time, the response time begins with the start of the next service time interval.

4.6 The remedy time shall run exclusively within the service times. If the malfunction is not remedied within the remedy time, Kertos shall at least submit a solution proposal within the remedy time stating how and by when the malfunction can probably be remedied or moved to a lower malfunction class.

4.7 If it turns out that a malfunction report of the Customer was unfounded because there is no malfunction or no defect for which Kertos is responsible, Kertos shall be entitled to charge an appropriate fee for the services rendered in searching for or eliminating the malfunctions in accordance with the applicable price list for effort-related services valid at the time.

5. Service credits

5.1 If Kertos is not able to meet the agreed availability, the Customer shall be entitled to claim service credits for the recurring fees for the Application. If the customer claims a service credit, the recurring fee shall be reduced in accordance with the following provisions.

5.2 In the event of failure to comply with the warrantied availability, Kertos shall grant the Customer a service credit of 2% of the annual compensation for each percentage point (1%) below the warrantied system availability, provided that the service credit shall not exceed 100% of the annual remuneration.

5.3 The right to reduce the remuneration is deemed discharged by the service credits. The service credit must be claimed by the Customer within one month after the end of the calendar year in which Kertos has not complied with the system availability. Otherwise, a service credit is excluded.