// AGB & SLA

MetaKube

General Terms and Conditions of SysEleven GmbH

Preamble:

This supplementary agreement governs the service level to be produced by SysEleven for the indicated service object. The goal is to guarantee the availability of the service provided by SysEleven subject to the following terms. If the agreed service level is not achieved, subject to the fulfilment of the other prerequisites, the Client is entitled to a credit to offset future costs for using the service.

1.    Service Object

As part of SysEleven MetaKube, the SysEleven MetaKube API assists the Client with the creation and management of Kubernetes clusters. SysEleven provides the SysEleven MetaKube API with an availability of 99.9%.

2.     Definitions

Service level

The specifications laid down in this agreement (SLA) concerning the nature and scope as well as the quality and availability of the services performed by SysEleven GmbH.

 

Availability

The percentage of a time period (months or years) in which the provided service was not compromised by a downtime.

 

Downtime

Downtime is defined as a loss of the external connection to SysEleven MetaKube API and all operating clusters of the Client, with the simultaneous elimination of the option to create clusters as a replacement in other areas of availability.

 

Qualified malfunction

A malfunction preventing operation that lasts for longer than 5 minutes and is not caused by the Client for which no alternative solution is available. This leads to a considerable impairment of the services.

 

Contract value

This is the monthly fee to be paid by the Client for the use of RAM resources in Kubernetes clusters which are managed via the SysEleven MetaKube API.

 

Best Effort

SysEleven delivers the best result within the scope of the available resources and technical means.

3.     Restrictions

In supplement to the “Downtime” paragraph, downtimes due to the following events or circumstances are not considered when calculating the availability of the service:

 

  • Malfunction reported by the Client although no malfunction was present.
  • A modification ordered or performed by the Client independently and not inspected or approved by SysEleven GmbH caused the service downtime.
  • Time periods in which planned and previously announced maintenance work is carried out.
  • Errors within software that relate to individual functional characteristics of the software, but do not impair the availability of the contractually agreed services, do not reduce the availability.
  • Problems with services insofar as these were trigged by modifications to the server, service or system configuration that were carried out by the Client improperly or in a manner that influenced production operation.

The downtimes are not affected by malfunctions

 

  • which are not attributed to the service provided by SysEleven GmbH
  • which are attributed to the general operating risk of an internet connection, for example impairments due to DDoS attacks.
  • which were caused by atypical or inappropriate use by the Client
  • of Kubernet nodes or pods
  • in the software, as long as they do not affect the fundamental properties that are required in order to provide the service.
  • which require the assistance of the Client for rectification, but the Client was unavailable.
  • which occur due to necessary measures taken by SysEleven for general protection of the service object’s availability against improper use of the service object and systems created with it.
  • which are attributed to circumstances for which SysEleven GmbH is not responsible

As a rule, malfunctions are excluded which are demonstrably attributed to errors of the software manufacturer, unless SysEleven GmbH is also the software manufacturer.

4.     Credit

To calculate the credit, the measurements and drawings carried out by SysEleven GmbH will be used as the exclusive basis.

 

The Client’s entitlement to a lump-sum credit due to non-fulfilment of the promised availability is oriented on the downtime during the calendar month in question.

 

The amount of lump-sum credits for each affected contract is limited to 50% of the calculated contract value. Any claims exceeding this with regard to compensation for damages due to falling below the promised service level, regardless of their nature, are excluded.

 

Target availability

Credit in %

99.0 to <99.9

10%

95.0 to <99.0

25%

<95%

50%

If SysEleven does not notify the Client independently after a malfunction, the Client must assert the alleged claim to a lump-sum credit within 10 calendar days after the month in which it occurred, by writing to SysEleven GmbH at sla@syseleven.de

5.     Adjustments and changes

It is the responsibility of SysEleven to inform the Client of changes to these contact options with advance notice of seven days. The Client will specify a return address for shipment that must be used for this purpose.

6.     Availability report

SysEleven provides a status page for tracking and SysEleven monitors the functionality of the SysEleven Metakube Service API. In the event of a malfunction, SysEleven informs the contact person defined by the Client according to the best effort principle, allowing the Client to check whether they are affected and to adopt corresponding measured. Upon recovery of the service, the Client will also be informed.

7.     General conditions

The Client releases SysEleven from the obligations of this SLA

  • in the event that the Client fails to comply with contractually agreed terms, conditions, deadlines and cooperation obligations
  • in the event that the Customer fails to grant access to SysEleven GmbH, its representatives and/or suppliers as requested, enters into default, or refuses or fails to provide the approval to carry out necessary tasks in a timely manner
  • during an agreed test or configuration phase
  • during suspension of service in line with the contractual stipulations

8.    Liability

SysEleven shall be liable in accordance with statutory provisions for damages incurred by the Client as a result of intent or gross negligence, the service concerned lacking a guaranteed feature, a culpable breach of essential contractual obligations (known as cardinal obligations), the consequences of damage culpably caused to a person’s health, culpably caused physical injury or loss of life. Further, it shall be liable in accordance with statutory provisions for damages for which provision is made under the German Product Liability Act (“Produkthaftungsgesetz”).

 

Cardinal obligations are contractual obligations that are a prerequisite for the due implementation of the Contract in the first instance and upon the fulfilment of which the party to the Contract can routinely rely. Conversely, the breach of cardinal obligations may put the achievement of the purpose of the Contract in jeopardy.

 

Provided the damage is caused merely by ordinary negligence and does not involve harm to a person’s health, physical injury or loss of life, the liability of SysEleven shall be limited to damage that is foreseeable and that can typically be expected within the context of contracts such as that concluded between SysEleven and the Client.

 

Liability due to interruptions, incidents or any other loss-causing events resulting from telecommunications services provided by SysEleven or third parties for which SysEleven is liable shall be limited to the extent of SysEleven’s possible recourse against the telecommunications service provider in question. SysEleven shall not be held liable for the functionality of the lines providing a connection with the servers forming the object of this Contract, nor shall it be liable in the event of power failures or server outages beyond its sphere of influence.

 

The Client is not entitled to make any claims due to a loss of profit.

 

SysEleven’s liability for loss of data shall be limited to the typical cost of data recovery which would have been unavoidable even if the Client had made backups commensurate with the risk on a regular basis.

 

SysEleven and its vicarious agents shall not be held liable in any other respect irrespective of the legal grounds.

These General Terms and Conditions have been translated. Only the German-language General Terms and Conditions (https://www.syseleven.de/agb-sla-metakube/) are legally valid.

 

Version: January 2020