top.legal GmbH, Trogerstr. 19a 81675 Munich (hereinafter "Contractor" or "top.legal") has developed a web-based software solution for contract automation ("Software").
top.legal provides companies with an end-to-end contract collaboration and management platform, with the aim of closing contracts faster and analysing contracts by and paragraph by negotiation time and time to close. The AI-enabled system provides contract creation, contract negotiation, e-signature and contract analysis, saving businesses up to 90% of the time they would normally spend on contracts.
This Service Level Agreement (SLA) defines the provision of support for the software by top.legal and, if the software is provided as SaaS, the availability. The definition from the GTC of top.legal shall apply. The GTC for the use of software via the Internet is available at https://www.top.legal/saas-agb.
Support includes assistance and advice to the Client in resolving problems in the use of the Software, including reviewing, diagnosing and correcting significant defects and errors in the Software and providing bug fixes, corrections, modifications, changes, enhancements, upgrades and new versions of the Software (Updates) to ensure the functionality of the Software.
Support does not cover problems with or damage to the Software to the extent caused by (i) negligence, misuse or improper operation on the part of the Principal; (ii) operation, use or storage/hosting of the Software not in accordance with the requirements of the Documentation or failure to comply with specifications or limitations imposed by top.legal; (iii) modifications to the Software not made or approved by top.legal; (iv) acts of third parties; (v) third party products; and/or (vi) force majeure.
For each request/malfunction report, top.legal will dutifully indicate a priority in accordance with the criteria defined below. top.legal may combine redundant malfunction reports by the client that relate to the same malfunction into one malfunction report.
top.legal guarantees the availability and response times specified below for support. The response time is the time between the first enquiry/fault report by the client (by telephone or electronically) and the first response (by telephone or electronically) from top.legal. Only time intervals during the availability times are relevant for the response time.
Availability on weekdays (except Saturdays): 9:00 a.m. - 5:00 p.m. (CET)
Telephone: +49 89 262 00 609
Languages: German, English, French
The invalidity of individual provisions of this agreement shall not result in the invalidity of the remaining provisions of this agreement. The parties undertake to replace invalid provisions by mutual agreement with new, valid provisions which come as close as possible to the economic intentions of the parties. This shall apply mutatis mutandis if a provision of this agreement should subsequently become invalid or in the event of gaps in this agreement.
top.legal always endeavours and attaches the utmost importance to rectifying faults as quickly as possible, but it is not possible to specify and guarantee fixed fault rectification times in advance, as faults can be of many different types and can have many different causes. top.legal will make every effort to rectify faults as quickly as possible and will regularly inform the client about the progress of the fault rectification.
Troubleshooting shall always be carried out by remote maintenance or by accessing the software hosted by top.legal. To enable support and software maintenance, the client shall grant top.legal comprehensive and unrestricted access to the software.
The client shall define a support coordinator for each location. Only the support coordinator will contact top.legal regarding support or report faults.
top.legal shall make the software available to the client in top.legal's system environment in a logically separate account. top.legal shall make the software available to the client for remote access in a secure system environment. The software shall not be made available to the client.
The software shall be made available to the Client in its respective current version/release.
top.legal shall make the software available to the client with an availability of at least 99.5 % of the respective calendar month (hereinafter "minimum availability"). In this context, the software is available if there is an uninterrupted connection between the servers on which the software is hosted and the transfer point to the Internet and the principal is able to log on and access the software. The minimum availability does not apply to test and development servers.
top.legal shall be entitled to access the software in order to verify the client's compliance with the terms and conditions of use of the software, including the remuneration; and in order to perform diagnostics and analyses, and to adjust the settings of the software in order to improve the performance and/or security of the software, provided that such adjustments do not have a negative impact on the client's use of the software; to collect system data (not personal data) on the use of the software in order to use it in the context of identifying and correcting potential defects and errors in the software; to perform statistical analyses; and to support research and development.