PREAMBLE
This SLA Annex specifies and supplements the availability commitments provided for in Article 17 of the Terms and Conditions of Use of Nereva SA. It applies to any Client that has subscribed to the Services by order form, unless otherwise specifically agreed between the Parties.
Statutory corporate purpose of Nereva SA. In accordance with Article 3 of its articles of association entered in the commercial register of the canton of Vaud, the purpose of Nereva SA is the design, development, publishing, marketing, integration and operation, in Switzerland and abroad, of software and digital solutions for orchestrating and synchronising logistics flows operated by vehicles, in particular flows of materials, waste, machinery, equipment and skips linked to construction, civil engineering, recycling, construction-site transport and related sectors.
The company may in particular provide, in the form of software on demand (Software as a Service) or licences, platforms for planning, executing, documenting, tracing and archiving logistics operations, as well as associated configuration, integration, support, training and consulting services.
The company may acquire, hold, exploit, license and defend any intellectual property right, in particular patents, trademarks, designs, models, copyrights and know-how, directly or indirectly related to its main purpose.
The company may carry out, both in Switzerland and abroad, on its own behalf or on behalf of third parties, all administrative, technical, commercial, financial, movable and immovable transactions directly or indirectly related to its main purpose. It may establish branches and subsidiaries in Switzerland and abroad, acquire holdings in companies pursuing a similar or complementary purpose, and grant loans or guarantees to its subsidiaries and group companies.
The company does not carry out any transport activity and does not act as a commercial intermediary between principals and transport companies. It does not capture the commercial contractual relationship between its users.
Article 1 — Purpose and scope
This SLA Annex (Service Level Agreement) aims to specify the service level commitments applicable to the provision of the Services by Nereva SA. It supplements Article 17 of the Terms and Conditions of Use (the “T&Cs”) and is articulated with Articles 18 (Maintenance), 19 (Evolution of the Services), 20 (Security), 22 (Global limitation of liability), 22 bis (Express exclusion of indirect and consequential damages) and 31 (Suspension of the Services) of the T&Cs, of which it constitutes the technical extension. It constitutes a contractual annex inseparable from the order form signed between the Parties, where an order form is signed, and applies in any event to any Client that has subscribed to the Services under the conditions of Article 1 ter of the T&Cs.
In the event of a contradiction between this Annex and an order form duly signed between the Parties, the order form prevails over this Annex only for the points it expressly addresses, provided that the agreed derogating levels are achievable and technically reasonable.
The commitments in this Annex constitute best-efforts obligations. They fall within the limits of the mandatory rules of Article 100 paragraph 1 of the Swiss Code of Obligations, which prohibits any contractual exclusion of liability for gross negligence or wilful misconduct.
In accordance with Article 1 quater.3 (i) of the T&Cs, this SLA Annex does not apply to Clients benefiting from Pilot or Beta-tester status, who have no availability or service level commitment.
The Service Credits provided for in this Annex constitute the Client's exclusive contractual remedy in the event of non-compliance with the target Availability Rates, to the exclusion of any other compensation, damages or remedy, subject to liability for gross negligence or wilful misconduct within the meaning of Article 100 paragraph 1 of the Swiss Code of Obligations. Indirect and consequential damages are in any event excluded under the conditions of Article 22 bis of the T&Cs. Any claim against Nereva SA in respect of an unavailability whose cause is foreign to this Annex or in breach of it falls within the scope of Article 25 bis of the T&Cs.
Article 2 — Definitions
Capitalised terms not defined in this Annex have the meaning given to them in the T&Cs. For the purposes of this Annex, the following definitions apply.
Platform: all the software Services provided by Nereva SA, consisting of the Web Back Office, the Mobile Applications and the APIs.
Web Back Office: web interface accessible via a browser, grouping the Construction Back Office and Transport Back Office modules.
Mobile Applications: iOS and Android applications intended for site teams and drivers.
API: programming interfaces enabling the synchronisation of data between the components of the Platform and, where applicable, with the Client's third-party systems.
Measurement Period: the calendar month during which availability is measured.
Unavailability: a continuous period of more than five (5) minutes during which a component of the Platform is inaccessible or does not respond to a functional request under normal conditions of use, excluding the cases provided for in Article 6.
Availability Rate: the percentage of the total time of the Measurement Period during which the component concerned is available, calculated according to the method defined in Article 5.
Service Credit: financial credit granted to the Client in the event of non-compliance with the target Availability Rate, under the conditions defined in Article 8.
Scheduled Maintenance: planned maintenance operation, announced to the Client in accordance with Article 7.
Major Incident: total and simultaneous unavailability of the Web Back Office and the Mobile Applications, or unavailability of a main component for more than two (2) hours.
Article 3 — Measurement scope and indicators
The availability of the Platform is measured on three separate indicators, each subject to its own service level commitment and an independent Service Credit grid. This breakdown reflects operational reality: partial unavailability of one component does not mechanically degrade the whole service provided to the Client.
The indicators are as follows.
Indicator I1 — Web Back Office. Indicator I1 covers the Construction Back Office and Transport Back Office modules. It measures web access to the management interfaces used by works managers, site managers, dispatchers and operations managers.
Indicator I2 — Mobile Applications. Indicator I2 covers the Site and Drivers mobile applications. It measures access to the iOS and Android applications used in the field by site teams and drivers.
Indicator I3 — API. Indicator I3 covers the public and internal programming interfaces. It measures the capacity for structured data exchange between the components of the Platform and with the Client's third-party systems, in particular ERP integrations and geolocation services.
Each indicator is measured independently. An Unavailability simultaneously affecting several indicators triggers the cumulative application of the corresponding Service Credit grids, within the limit of the annual cap provided for in Article 9.
Article 4 — Target availability commitment
Nereva SA undertakes to provide the Services with a monthly target Availability Rate of ninety-nine point five per cent (99.5%), measured over each Measurement Period, for each of the three indicators defined in Article 3 (Web Back Office, Mobile Applications and API).
This target rate corresponds to a tolerated downtime of approximately three hours and thirty-nine minutes (3h 39min) over a thirty (30) day month, i.e. approximately two hundred and nineteen (219) minutes of maximum unavailability per indicator per month.
Any derogating levels agreed in a specific order form prevail over the above target Availability Rates, provided they are achievable and technically reasonable having regard to the architecture of the Platform and the operational capabilities of Nereva SA.
Article 5 — Measurement method
The Availability Rate of each indicator is calculated according to the following formula, expressed as a percentage: Availability Rate = ((Total Period Time - Unavailability) / Total Period Time) × 100.
The Total Period Time corresponds to the total duration of the calendar month in minutes (for example 43,200 minutes for a 30-day month, 44,640 minutes for a 31-day month).
Unavailability is measured by the internal monitoring tools of Nereva SA, supplemented by the third-party monitoring tools used by Nereva SA, in particular application supervision, external probe and infrastructure metrics. In the event of a discrepancy between measurement sources, Nereva SA retains the source most favourable to the Client.
An Unavailability of less than five (5) consecutive minutes is not counted. Unavailabilities of longer duration are counted in full from the first second of Unavailability.
Article 6 — Exclusions
The following are excluded from the calculation of the Availability Rate and do not trigger any Service Credit: Unavailabilities resulting from (i) Scheduled Maintenance windows announced in accordance with Article 7; (ii) emergency maintenance operations made necessary to preserve the security, integrity or confidentiality of data, after reasonable notification to the Client where technically possible; (iii) failures or limitations of Internet connectivity or telecommunications networks not operated by Nereva SA, in particular the connectivity of the Client or its Users; (iv) failures of the Client's terminal equipment, in particular computers, mobile terminals and peripherals; (v) failures of third-party systems integrated at the Client's request, in particular ERP, geolocation tools, authentication services, mapping providers and payment services, or of their providers; (vi) failures or unavailability of the cloud hosting provider (Amazon Web Services, Switzerland region) exceeding the availability commitments contracted by that provider with Nereva SA; (vii) computer attacks against the Platform, in particular distributed denial of service, intrusions and exploitation of third-party vulnerabilities, not attributable to a lack of reasonable diligence on the part of Nereva SA; (viii) cases of force majeure within the meaning of Swiss law, in accordance with Article 26 of the T&Cs; (ix) acts or omissions of the Client or its Users, in particular the entry of erroneous data, non-compliant use of the Services or failure to follow the technical recommendations of Nereva SA; (x) suspensions of the Services legitimately imposed by Nereva SA pursuant to the T&Cs or the Payment and Subscription Policy, in particular for non-payment or serious contractual breach attributable to the Client; (xi) Unavailabilities resulting from a request, instruction or injunction from a competent public authority; (xii) periods during which the Service is used in breach of the T&Cs.
Article 7 — Scheduled maintenance and planned downtime windows
Nereva SA may carry out Scheduled Maintenance operations to ensure the reliability, performance and security of the Platform.
Except in compelling technical circumstances, Scheduled Maintenance operations are planned outside Swiss business hours, preferably between 10 p.m. and 6 a.m. (Central European Time, CET/CEST), from Sunday to Friday.
Nereva SA notifies the Client of Scheduled Maintenance windows with reasonable notice, under the following conditions: (i) at least forty-eight (48) hours for routine operations; (ii) at least seven (7) calendar days for operations likely to last more than two (2) hours; (iii) without notice for emergency operations made necessary by a risk to the security, integrity or confidentiality of data, with notification as soon as technically possible.
The cumulative total of standard Scheduled Maintenance windows must not exceed, except in exceptional circumstances, twelve (12) hours per calendar month and sixty (60) hours per year.
Article 8 — Service Credits
In the event of non-compliance with a monthly target Availability Rate on one of the indicators defined in Article 3, the Client may claim, under the conditions and within the limits provided for in this Annex, a Service Credit calculated according to the following progressive grid.
First tier — Commitment met. Where the monthly Availability Rate observed is greater than or equal to 99.5%, the commitment is met and no Service Credit is due.
Second tier — Minor breach. Where the monthly Availability Rate observed is strictly less than 99.5% and greater than or equal to 99.0%, the Service Credit is equal to five per cent (5%) of the monthly pro rata attributable to the indicator concerned.
Third tier — Significant breach. Where the monthly Availability Rate observed is strictly less than 99.0% and greater than or equal to 95.0%, the Service Credit is equal to fifteen per cent (15%) of the monthly pro rata attributable to the indicator concerned.
Fourth tier — Serious breach. Where the monthly Availability Rate observed is strictly less than 95.0%, the Service Credit is equal to thirty per cent (30%) of the monthly pro rata attributable to the indicator concerned.
Monthly pro rata attributable to the indicator
The monthly pro rata attributable to an indicator corresponds to the share of the monthly amount excluding tax actually invoiced by Nereva SA to the Client for the Measurement Period concerned, allocated to that indicator as follows: (i) 33.33% for indicator I1 - Web Back Office; (ii) 33.33% for indicator I2 - Mobile Applications; (iii) 33.34% for indicator I3 - API.
This breakdown applies by default, regardless of the Client's actual consumption on each indicator. The Parties may agree on a different breakdown in a specific order form.
Terms of application
The Service Credit is applied to the invoice following the month in which the claim is validated by Nereva SA. It gives rise to no cash payment or refund. At the end of the contractual relationship, any validated Service Credit not yet applied is lost, except for the share possibly due under Article 21 of the Payment and Subscription Policy (pro rata temporis refund in the event of cessation of the Services by Nereva SA without prior breach by the Client).
Article 9 — Annual cap and exclusive nature
The cumulative amount of Service Credits granted to the Client under this Annex may not exceed, per calendar year, fifty per cent (50%) of the average monthly amount excluding tax invoiced by Nereva SA to the Client over the preceding twelve (12) months.
For Clients that have subscribed to the Services for less than twelve (12) months, the cap is calculated on the basis of the average monthly amount excluding tax actually invoiced since the start of the contractual relationship.
Service Credits constitute the sole and exclusive compensation owed by Nereva SA to the Client in the event of non-compliance with the target Availability Rates. The Client expressly waives any other claim for compensation, redress or damages in respect of Unavailabilities falling within the scope of this Annex.
These provisions are without prejudice to (i) the mandatory rules of Swiss law, in particular Article 100 paragraph 1 of the Code of Obligations, which prohibits any contractual exclusion of liability for gross negligence or wilful misconduct; (ii) the general liability limitation arrangement provided for in Article 22 of the T&Cs.
Article 10 — Claim procedure and notification window
To benefit from a Service Credit, the Client must send Nereva SA a written request, by e-mail to sla@nereva.com, within a maximum period of thirty (30) calendar days following the end of the Measurement Period concerned.
Failing notification within this period, the Client's right to benefit from a Service Credit in respect of the Measurement Period concerned is definitively extinguished.
The Client's request must include at least the following elements: (i) identification of the applicable order form; (ii) the Measurement Period concerned; (iii) the indicator(s) concerned; (iv) a description of the Unavailabilities observed by the Client, in particular timestamp, duration, components concerned and number of Users affected; (v) any technical evidence in the Client's possession, in particular screenshots, error logs, tickets opened with support.
Nereva SA examines the request within a reasonable period, on the basis of its own Availability Rate measurements and the elements provided by the Client. Nereva SA notifies its decision to the Client within a maximum of thirty (30) days following receipt of the complete request. The amount of the Service Credit granted, where applicable, is applied to the next invoice.
In the event of disagreement on the Availability Rate measurements, the Parties favour an amicable resolution. Failing this, the dispute is submitted to the competent courts in accordance with Article 17 of this Annex.
Article 11 — Reporting
Nereva SA makes available to the Client, upon request sent to sla@nereva.com and at least on a quarterly basis for Clients invoiced an annual amount excluding tax of more than CHF 50,000, a summary report presenting the Availability Rates observed per indicator over the period considered.
This report is provided for information and operational purposes. It constitutes neither an acknowledgement of Unavailability within the meaning of this Annex nor a waiver of the Service Credit regime provided for in Article 8.
Article 12 — Technical support and response times
Nereva SA provides the Client with technical support according to the terms specified below. Standard technical support is included in the Services. Extended (premium) technical support may be agreed by specific order form. The criticality levels are defined as follows, it being specified that response times correspond to the period between receipt of a support ticket qualified by the Client and the first qualified response from Nereva SA, and that they do not constitute a commitment to resolution within that period, which depends on the nature and complexity of the request.
Level P1 — Critical. Level P1 corresponds to total unavailability or a major impact on the Client's operational activity. The target response time in standard support is two (2) business hours. The handling window is extended, from 8 a.m. to 8 p.m. (Central European Time, CET/CEST), Monday to Friday excluding cantonal public holidays of the canton of Vaud.
Level P2 — High. Level P2 corresponds to a significant degradation of an essential functionality, without reasonable workaround. The target response time in standard support is four (4) business hours. The handling window is 8 a.m. to 6 p.m. (CET/CEST), Monday to Friday excluding cantonal public holidays.
Level P3 — Standard. Level P3 corresponds to a non-blocking malfunction or a general assistance request. The target response time in standard support is one (1) business day. The handling window is 8 a.m. to 6 p.m. (CET/CEST), Monday to Friday excluding cantonal public holidays.
Level P4 — Information. Level P4 corresponds to an information request or an improvement suggestion. The target response time in standard support is three (3) business days. The handling window is 8 a.m. to 6 p.m. (CET/CEST), Monday to Friday excluding cantonal public holidays.
Business hours are understood as Monday to Friday, excluding cantonal public holidays applicable at the registered office of Nereva SA (canton of Vaud).
Support tickets are sent to support@nereva.com or via the channels made available by Nereva SA. The Client is responsible for correctly qualifying the criticality level of its request. Nereva SA may requalify a ticket if the declared level manifestly does not correspond to the operational impact observed.
Article 13 — Notification of major incidents
In the event of a Major Incident affecting the Platform, Nereva SA undertakes to inform the Clients concerned according to the following arrangement: (i) targeted communication by e-mail to the administrator contacts of the affected Clients within a target period of sixty (60) minutes following confirmation of the Incident; (ii) regular updates at least every two (2) hours for the duration of the Incident; (iii) notification of return to normal as soon as the situation is restored.
A post-incident report (Post-Mortem) is made available to the affected Clients, upon request sent to sla@nereva.com, within fifteen (15) business days following resolution of the Incident. This report describes the identified causes, the chronology of the actions taken and the corrective measures implemented.
Article 14 — Business continuity and disaster recovery plan
Nereva SA has a documented business continuity plan (BCP) and disaster recovery plan (DRP), reviewed periodically. These plans specify in particular the data backup and restoration procedures, the recovery point objectives (RPO) and recovery time objectives (RTO) applicable to the critical components of the Platform, as well as failover procedures and periodic tests.
The target objectives of Nereva SA, for information and constituting best-efforts obligations, are as follows.
RPO (Recovery Point Objective). The recovery point objective is set at a maximum of twenty-four (24) hours. It corresponds to the maximum tolerated data loss in the event of a major disaster affecting the Platform.
RTO (Recovery Time Objective). The recovery time objective is set at a maximum of forty-eight (48) hours. It corresponds to the maximum period for restoring the Platform to service after a major disaster.
The general elements of the BCP and the DRP are communicated to the Client upon reasoned request sent to legal@nereva.com, within the limits of the applicable confidentiality and security restrictions.
Article 15 — Operational security
The technical and organisational security measures applicable to the Platform are described in Article 20 of the T&Cs and, for the processing of Personal Data, in the Data Processing Agreement (DPA) concluded between the Parties.
This Annex neither modifies nor extends the security commitments of Nereva SA, which remain governed by the T&Cs and the DPA. It merely organises the terms of measurement and compensation of service Unavailabilities.
Article 16 — Amendment of this Annex
Nereva SA may amend this Annex to take account of technical, operational or regulatory developments. Any substantial amendment is notified to the Client in writing with reasonable notice, which may not be less than sixty (60) days, in accordance with the amendment conditions provided for in Article 37 of the T&Cs.
In the event of the Client's disagreement with a substantial amendment, the Client may terminate the order form on the effective date of the amendment, without penalty, by written notification sent to Nereva SA within the notice period.
Article 17 — Applicable law and jurisdiction
This Annex is governed exclusively by Swiss law, to the exclusion of any conflict-of-laws rule and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna, 1980).
Any dispute falls within the exclusive jurisdiction of the ordinary courts of the canton of Vaud, Switzerland, place of the registered office of Nereva SA, subject to any mandatory right of appeal to the Swiss Federal Supreme Court.
Article 18 — Reference language
The French version of this Annex alone is legally authoritative. Any translation is provided for information purposes only and cannot bind Nereva SA.