Terms & Conditions
Effective Date: August 31, 2026
Master Services Agreement
THIS MASTER SERVICES AGREEMENT (“Agreement”) is made by and between Tekst.ai BV, a private limited liability company (besloten vennootschap), incorporated and existing under the laws of Belgium, with registered office at Dulle-Grietlaan 1, 9050 Ghent, Belgium, registered with the Crossroads Bank for Enterprises (Kruispuntbank van Ondernemingen) under number 0780.845.545 (“Vendor”), and the customer identified as “Company” in the Sales Order (“Company”).
“Sales Order” means the written or electronic document or form signed by both parties, indicating the scope of the services subscribed to by Company, including any specific conditions under which such offer is made including the applicable fees and other costs, and which forms an integral part of the Agreement.
This Agreement sets forth the terms and conditions that apply to the purchase of Vendor’s products and services by the Company who has signed a Sales Order with the Vendor. This Agreement is incorporated by reference into the terms of each Sales Order.
Subject to the terms and conditions of this Agreement, the parties agree as follows:
1. Services.
1.1. Vendor shall provide services to the Company as may be mutually agreed upon in writing by the parties (in the Sales Order or via e-mail) and shall provide Company access to Vendor Technology (as defined below) via a subscription. The terms that would be contradictory included in the Sales Order shall prevail over the Agreement. The parties acknowledge and agree that one or more other Company Affiliates may enter into a separate Sales Order under this Agreement and shall be considered “Company” for the purpose of that Sales Order, provided that Company will remain primarily liable under all Sales Orders executed under this Agreement. Unless the parties subsequently agree otherwise in writing (which can be via e-mail), this Agreement together with the designated Sales Order shall govern any services and access to Vendor Technology that Vendor may provide to Company and its Affiliates in the future.
1.2. Vendor shall comply with the service level terms set forth in the attached Exhibit B.
1.3. For the purposes of this Agreement, “Affiliate” is defined as any legal entity that is owned by a party or that owns a party or that is under common control with a party. “Control” or “own” mean the possession, direct or indirect, of the power to direct or cause the direction of management and policies of the party, whether through the ownership of voting securities, by contract, or otherwise, provided that once such relationship of control ceases to exist, the affected entity will no longer qualify as an Affiliate.
1.4. Company shall, and shall ensure that its users comply with, Vendor's Acceptable Use Policy, as made available at tekst.com/legal/acceptable-use-policy (the "AUP"). In the event of a conflict between the AUP and this Agreement, this Agreement shall prevail.
2. Term. Unless otherwise agreed in the Sales Order, the term of this Agreement (including the term of the subscription) shall begin on the Effective Date specified in the Sales Order and shall continue for a period of one (1) year (“Initial Term”). After the Initial Term, the Agreement shall automatically renew for consecutive renewal terms of one (1) year (“Renewal Term”), unless: (i) Company notifies Vendor in writing of its intention not to renew the Agreement at least thirty (30) days before the end of the Initial Term or the then current Renewal Term; or (ii) unless explicitly agreed otherwise by the parties.
3. Independent Contractor Relationship. Vendor’s relationship to Company (and vice versa) shall be that of an independent contractor, and, accordingly, Vendor will be solely responsible for the payment of all wages, federal, state, and local income taxes, government-mandated deductions and payments for social security, unemployment, and worker’s compensation related to Vendor’s respectively Company’s business.
4. Compensation. Company will pay Vendor the applicable subscription fees for use of the Vendor Technology as set forth in the applicable Sales Order, at the rate(s) or budget identified therein. Company's payment obligations are not contingent on the performance of any services other than Vendor's provision of access to the Vendor Technology in accordance with the applicable Sales Order and this Agreement; any dispute regarding service levels or performance shall be addressed exclusively through the remedies set forth in Exhibit B and shall not entitle Company to withhold or delay payment. Company will also reimburse Vendor for any out-of-pocket expenses incurred by Vendor pre-approved in writing by Company. Unless otherwise stated in the Sales Order, Vendor shall invoice Company on an annual basis and Company will pay invoices within 30 days after receipt. In the event of any good faith dispute regarding a portion of an invoice, the disputed portion shall be handled as agreed in writing by the parties. For any automatic renewal term, Vendor shall not increase the fees by more than 10% of the previous year’s fees taking into account the same subscription value, save for any indexation, which shall in addition be allowed on a half-year basis and linked to the Agoria index. Without prejudice to its other remedies, Vendor may charge interest at the statutory interest rate applicable in case of late payment in commercial transactions, together with the statutory administrative indemnities per notice of default, and may suspend Company’s access to the Vendor Technology on written notice if any undisputed amount remains unpaid.
5. Ownership and License of Vendor Technology.
5.1. Vendor shall own all right, title and interest in and to (a) Vendor’s proprietary technology platform, including without limitation the software, copyrights and methodologies used by Vendor to perform the services and owned or licensed by Vendor prior to the effective date or developed, created or otherwise acquired by Vendor during the Term, algorithms and proprietary and technical information therein, and any updates and enhancements that Vendor generally makes available to its customers who are current in payment of applicable fees or otherwise provides to Company under this Agreement; and (b) any improvements, enhancements, upgrades, derivative works, modifications, additional modules or features developed or created during the term of this Agreement by Vendor (collectively the “Vendor Technology”). In addition, Vendor will exclusively own all right, title and interest in and to any feedback, ideas or suggestions that Company provides relating to the services and Vendor Technology provided to Company hereunder.
5.2. Vendor grants to Company a worldwide, non-exclusive, time-limited, non-transferable, limited and restricted license to access and/or use (as applicable) Vendor Technology during the Term in accordance with all related documentation provided to Company, in the quantities specified in the applicable Sales Order. Company may authorize subcontractors, with the prior written approval of Vendor, to access and/or use the Vendor Technology, subject to the number of licenses/users authorized by the Sales Order (if any).
5.2.1. Company will not make the Vendor Technology available to anyone or permit anyone to access the Vendor Technology, other than Company’s designated users, nor license, sublicense, sell, resell, publish, republish, transfer, assign, distribute, rent, lease, time-share, copy or otherwise commercially exploit the Vendor Technology in any way except in accordance with this Agreement or the Sales Order.
5.2.2. Company will not alter, modify, reverse engineer, decompile, or disassemble, translate or otherwise attempt to extract the source code from the Vendor Technology or any part thereof; disable or circumvent any access control or procedure established with respect to the Vendor Technology, or attempt to gain unauthorized access to the Vendor Technology; or access the Vendor Technology for the purpose of building a(n) (inhouse) competitive product or service.
5.2.3. Company will not (a) use the Vendor Technology in any manner that violates any law, statute, ordinance or regulation; (b) (knowingly) introduce into the Vendor Technology, or post, upload, reproduce, distribute or otherwise transmit, (i) malicious code, viruses, worms, time bombs, Trojan horses and other harmful code, files, scripts, agents or programs, (ii) defamatory, infringing, indecent or unlawful software, materials or information, or (iii) inappropriate, profane, or obscene software, materials or information without suitable or lawfully-required access controls; and/or (iv) remove any copyright or other proprietary notices on or in the Vendor Technology or any part thereof, or file any copyright or patent applications that include the Vendor Technology or any portion thereof.
6. Company Data and IP
6.1. As between Company and Vendor, Company will own all right, title and interest in and to any data and information that may be collected or otherwise obtained by Vendor in connection with the services provided by Vendor hereunder (“Company Data”). Company Data shall be considered Company’s Confidential Information (as defined below) and may not be used by Vendor other than for the services or disclosed by Vendor to any third party without the prior written consent of Company. Notwithstanding the foregoing, Vendor may collect usage data and information other than Company Data from Company’s use of the services and Vendor Technology. Such usage data and information may be used by Vendor in an anonymized and aggregate format such that it does not specifically identify or allow the identification of Company or any individual person, and to provide Vendor with analyses of its products and services. Vendor may also process Company Data to configure, train, operate and improve the customer-specific model made available to Company.
6.2. Company exclusively owns all materials provided by Company to Vendor hereunder as well as Company’s trademarks, copyrights, patents and all other intellectual property (collectively “Company IP”). Vendor agrees that its use of Company IP, if any, inures to the benefit of Company, including any goodwill therein, and that Vendor will not acquire any ownership in Company IP as a result of this Agreement.
6.3. Notwithstanding the foregoing, Company shall not own Vendor’s ideas, templates, know-how, processes, methodologies and materials of Vendor which it develops independent of any activities governed by this Agreement (“Independent Materials”).
7. Warranties.
7.1. Vendor represents, warrants, and covenants for itself and if applicable, each of its Affiliates and subcontractors, to Company that:
7.1.1. Vendor has all necessary right and authority to enter into this Agreement and the Sales Order and provide the services, including the Vendor Technology and deliverables, to Company as required by this Agreement and the Sales Order, and this Agreement and the Sales Order, when executed and delivered by it, will be a legal, valid and binding obligation enforceable against it, in accordance with its terms.
7.1.2. The person executing this Agreement and Sales Order on its behalf is duly authorized to contractually bind such entity to all obligations, covenants and representations hereunder.
7.1.3. The services shall be performed in a diligent, technically competent and professional manner in accordance with applicable industry standards and the terms of this Agreement/Sales Order.
7.1.4. Vendor’s performance of its obligations hereunder shall not violate any laws, rules or regulations (collectively “Applicable Laws”) applicable to the services or third-party intellectual property rights in any material respect.
7.2. Company represents, warrants, and covenants to Vendor that:
7.2.1. Company has all necessary right and authority to enter into this Agreement and the Sales Order, and this Agreement and the Sales Order, when executed and delivered by it, will be a legal, valid and binding obligation enforceable against it, in accordance with its terms.
7.2.2. The person executing this Agreement and the Sales Order on its behalf is duly authorized to contractually bind such entity to all obligations, covenants and representations hereunder.
7.2.3. Company’s performance of its obligations hereunder shall not violate any Applicable Laws.
7.2.4. Company shall cooperate with Vendor as may be reasonably required for Vendor to perform the services and provide the Vendor Technology and deliverables as required hereunder. Company is solely responsible for the proper, secure and compliant set-up, configuration and maintenance of its own and third-party systems with which the Vendor Technology integrates (including email, CRM, ERP, TMS, WMS, MDMs, ticketing and contact-center systems, user and access management, single sign-on, firewalls, security settings, object mapping and permissions), and for obtaining and maintaining the equipment, software and connectivity needed to access the Vendor Technology.
7.3. In addition to being true as of the Effective Date set out in the applicable Sales Order, each of the foregoing representations will be true at all times during the Term hereof. Each of the above representations will be deemed to be material and deemed to have been relied upon by the other party.
8. Termination.
8.1. Company may terminate this Agreement/Sales Order at its convenience upon sixty (60) days’ prior written notice to Vendor without any further obligation to Vendor other than to pay the agreed yearly subscription and service fee of the committed Initial Term or as the case may be Renewal Term (irrespective of the usage or the fact that the relevant subscription period has not ended yet or services have not been entirely performed) as set forth in a Sales Order, as applicable.
8.2. Either party may terminate this Agreement/Sales Order due to the other party’s material breach upon written notice to the breaching party, provided that the breach is not cured within sixty (60) days after receipt of notice, or immediately if the breach is incapable of cure (determined by the discretion of the Vendor).
8.3. Either party may terminate this Agreement upon written notice to the other party if the other party: (a) becomes insolvent or admits its inability to pay its debts generally as they become due; (b) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or not dismissed or vacated within ninety (90) days after filing; (c) is dissolved or liquidated or takes any corporate action for such purpose; (d) makes a general assignment for the benefit of creditors; or (e) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
8.4. Upon termination of this Agreement, each party shall promptly return, as is commercially feasible and at the written request of the other party, all Confidential Information of the requesting party and all other data and materials in its possession.
9. Suspension. Without prejudice to its other rights and remedies, Vendor may suspend Company's access to the Vendor Technology, in whole or in part, upon reasonable notice to Company (except in cases of emergency, where no prior notice shall be required) if: (a) Company or its authorized users violate the AUP in a manner that causes or is likely to cause damage or adverse effects to the Vendor Technology, other customers, or Vendor's networks, systems or infrastructure; (b) Vendor must perform emergency maintenance that cannot reasonably be carried out without suspending or limiting access; or (c) Company is in default of any of its obligations under this Agreement, including any payment default under the Compensation clause above. Vendor shall restore access as soon as reasonably practicable once the underlying cause has been remedied. No suspension under this clause shall relieve Company of its payment obligations hereunder.
10. Indemnification.
10.1. Vendor agrees to indemnify, hold harmless and defend Company and its Affiliates from and against all Third Party Claims arising out of or resulting from: (a) willful misconduct or negligence of Vendor, (b) bodily injury or death of any person or damage to property caused by Vendor, its employees and any subcontractors in connection with the performance of the services and (c) Vendor’s breach of its representations, warranties or obligations as set forth in this Agreement. “Third Party Claim” means any claim, suit or proceeding brought by a third party against a party hereto, including any resulting liabilities, damages, losses, fines or costs incurred or suffered by that party.
10.2. Company agrees to indemnify, hold harmless and defend Vendor and its members, partners, officers, directors, shareholders, employees, agents and representatives, against all Third Party Claims arising out of or resulting from: (a) willful misconduct or gross negligence of Company; or (b) Company’s breach of its representations and warranties and its confidentiality obligations as set forth in this Agreement.
10.3. A party seeking indemnification for a Third Party Claim (“Indemnified Party”) shall promptly provide written notice detailing the circumstances of that Third Party Claim to the party responsible hereunder for indemnifying against the Third Party Claim (“Indemnifying Party”); provided that failure to timely provide such notice shall not diminish the Indemnifying Party’s indemnification obligation except to the extent the Indemnifying Party’s ability to defend the Third Party Claim is materially prejudiced by such failure. The Indemnified Party, at the Indemnifying Party’s expense, shall provide the Indemnifying Party with such information and cooperation as the Indemnifying Party may reasonably request. The Indemnifying Party shall control the defense and settlement of any Third Party Claim hereunder; provided that the Indemnified Party may participate in the defense and settlement of the Third Party Claim with its own counsel at its own expense. The Indemnifying Party shall not be responsible for any costs incurred or compromise made by the Indemnified Party without the Indemnifying Party's prior written consent. The Indemnifying Party may not enter into any settlement that imposes a financial obligation on or otherwise commits or adversely impacts the Indemnified Party without the Indemnified Party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.
10.4. Vendor’s indemnification obligations will not apply to any infringement resulting from: (a) Company's continued use of the infringing Vendor Technology after receipt of written notice from Vendor of a Third Party Claim; (b) modifications to the Vendor Technology without Vendor's written approval, where the infringement arises directly from the modification; (c) the combination of the Vendor Technology with other products, processes or technologies not necessary for the operation of the Vendor Technology (where the infringement would have been avoided but for such combination); or (d) Company's use of Vendor Technology in a manner that violates the terms of this Agreement or the applicable Sales Order.
11. Limitation of Liability.
11.1. In no event shall either party be liable for consequential, incidental, punitive, special, exemplary or indirect damages or expenses (including without limitation, lost profits or other economic loss, lost reimbursements, lost data, or lost savings), even if such party was advised of the possibility of the occurrence of such damages.
11.2. To the maximum extent permitted under Applicable Law, either party’s liability arising out of or in connection to this Agreement whether in contract, warranty, tort (including negligence, product liability or any other liability theory), shall not exceed in the aggregate in any six (6) month period, an amount equal to the subscription and services fees actually paid during the six (6) months preceding the date on which the relevant event or series of events first occurred.
12. Confidential Information.
12.1. “Confidential Information” is non-public information, know-how and trade secrets that (a) are designated as “confidential” or (b) a reasonable person knows or reasonably should understand to be confidential. Confidential Information includes the terms of this Agreement and any negotiations or discussions between the parties, and any information, regardless of the form or medium, concerning a party’s business activities, ideas, products, research, processes, methodologies, trade secrets, customers and technical knowledge that is obtained from or through, or delivered by or on behalf of the disclosing party. Each party agrees that (i) it will not disclose the other party’s Confidential Information to third parties other than its advisors or agents who need to know such Confidential Information and who agree to treat such Confidential Information in accordance with the terms of this Agreement, and (ii) it will use the other party’s Confidential Information only for purposes contemplated under this Agreement and not for its own benefit. The recipient shall take reasonable steps to protect the disclosing party’s Confidential Information and shall restrict access to Confidential Information on a need to know basis to its personnel who have a legitimate business purpose in connection with the subject matter of this Agreement and who have agreed to abide by the terms of this section prior to disclosure.
12.2. Nothing in this Agreement shall restrict the use of the disclosing party’s Confidential Information: (a) that is or becomes publicly available through no fault of the recipient; (b) that is independently developed or received by the recipient as evidenced by relevant business records; (c) was lawfully previously known to the recipient; or (d) that is received from another source who can disclose it lawfully without an obligation to keep it confidential. Either party may disclose the other’s Confidential Information if (i) required to comply with a court order or other government demand that has the force of law, (ii) in confidence to a government attorney to report a violation of the law, or (iii) to such party’s attorney or in a sealed filing in a retaliation action. Before doing so, the party must (x) seek the highest level of protection available; (y) disclose only that portion of the Confidential Information required to be disclosed in the opinion of counsel; and (z) where possible, give the disclosing party enough prior notice to provide a reasonable chance to seek a protective order. Confidential Information shall be returned or destroyed (provided that such destruction is certified in writing by an authorized representative of the disclosing party) upon the earlier of termination or expiration of this Agreement, or the disclosing party’s written request, which destruction shall include without limitation the complete erasure of any electronic file, folder, database or other electronic repository from all computer processing units on which the Confidential Information had been placed or stored.
12.3. The obligation of the parties under this section shall continue for a period of 5 years following the expiration or termination of this Agreement, except that the obligation to protect for trade secrets shall survive for so long as it is a trade secret under Applicable Laws. Expiration or termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled under this section.
13. Assignment, Subcontractors.
13.1. This Agreement or any part hereof may be transferred, conveyed or assigned by Vendor. Company may not assign or transfer this Agreement or any part thereof without Vendor’s prior written consent.
13.2. Vendor may subcontract, assign or delegate any of the services or its obligations under this Agreement (whether to provide materials or services in connection with the services, in whole or in part) to any third party.
14. Marketing. Vendor may use Company’s name, logo and a general description of the services as a reference in its marketing, subject to Company’s right to object in writing.
15. No Recruitment. Without the consent of Vendor, Company shall not be entitled to employ, contract or otherwise cooperate with Vendor’s employees or independent service providers for the duration of the Agreement and for twelve (12) months after its termination or expiration. If the Company hires, contracts, or otherwise cooperates with Vendor’s employees or independent service providers in violation of the above, Company shall be liable to pay Vendor a sum of EUR 20,000. This amount shall be due and payable on the date the person is employed or contracted or otherwise cooperates with the Company.
16. Severability. In the event that any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then the remainder of this Agreement shall not be affected, impaired or invalidated, and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
17. Entire Agreement. This Agreement, including its exhibits and future appendices constitutes the entire agreement of the parties hereto and supersedes all prior and contemporaneous representations, proposals, discussions, and communications, whether oral or in writing. This Agreement may be executed by use of electronic signature and in any number of counterparts, and each such counterpart shall be deemed an original.
18. Governing Law, Attorneys’ Fees.
18.1. This Agreement shall be governed by and construed in accordance with the laws of Belgium, without regard to the conflict of laws provisions thereof. The parties hereby submit to the personal and subject matter jurisdiction of the courts located in Ghent (Belgium), which shall be the exclusive venue for any such dispute.
18.2. In the event that any legal action, arbitration or other proceeding is instituted to enforce any provision in this Agreement, or because of an alleged dispute, breach or default in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, including any appeal of such action or proceeding, in addition to any other relief to which that party may be entitled.
19. Survival. Those provisions that by their nature are intended to survive the expiration or earlier termination of this Agreement shall so survive.
20. Force Majeure. If the performance of this Agreement by either party, or of any obligation under this Agreement, is prevented, restricted or interfered with as a result of public health, public safety, strikes, labor difficulty, lockouts, shortages or failure of supply of labor, fuel or materials, acts of God, causes associated with weather, flooding, acts or requirements of any government, enemy act, act of war or civil disorder, fire or other casualty, technical or mechanical difficulties, or any other cause or circumstance beyond the reasonable control of such party (“Force Majeure Event”), such party shall, upon giving prior written notice to the other party, be excused from such performance to the extent of such Force Majeure Event, provided that the party so affected shall use all commercially reasonable efforts to avoid or remove such causes of non-performance, and shall continue performance whenever such causes are removed. If a Force Majeure Event prevents performance for a period in excess of ten (10) days, or such other period as mutually agreed, then the performing party may elect to terminate this Agreement on written notice to the non-performing party.
21. Modifications, Waiver. This Agreement shall not be amended or modified, nor shall any waiver of any right hereunder be effective, unless set forth in a document executed by duly authorized representatives of each party. The waiver of any breach of any term, covenant or condition herein contained, or the failure of either party to seek redress for the violation of, or to insist upon the strict performance of, any covenant or condition of this Agreement shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same.
22. Notices. All legal notices given hereunder shall be in writing and shall be deemed to have been duly given (a) on the delivery date if delivered personally, by nationally recognized overnight courier, or by email transmission, or (b) five (5) business days after the mailing date whether or not actually received, if sent via registered or certified mail or equivalent, if available, return receipt requested, in each case with any delivery fees pre-paid and addressed to the party at the address set forth in the Sales Order, or such other address provided to the other party in writing. This section does not apply to the service of any documents in any legal action, any arbitration or other method of dispute resolution.
Exhibit A
Data Processing Agreement
This Data Processing Agreement (“DPA”) forms part of, and is governed by, the Master Services Agreement entered into between Vendor and Company (the “Agreement”) and the applicable Sales Order.
Definitions
For the purpose of this DPA, the following definitions apply: “controller”, “processor”, “data subject”, “personal data”, “processing”, “personal data breach” shall have the meaning as defined in the Applicable Personal Data Processing Legislation; and “Applicable Personal Data Processing Legislation” means, inter alia, Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation, “GDPR”) and the Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data.
“Company Affiliate” means an entity that owns or controls, is owned or controlled by or is under common control or ownership with the Company, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.
“Vendor Technology” has the meaning given to it in the Agreement and includes, without limitation, app.tekst.com, api.tekst.com and all subdomains of tekst.com and tekst.ai supporting the software.
“Term” means the duration of the Agreement between the Parties, as defined in the Sales Order and the Agreement, including any renewal or extension thereof.
“Vendor Affiliate” means an entity that owns or controls, is owned or controlled by or is under common control or ownership with Vendor, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.
Processing of Data
1. The Company, in its capacity as controller, hereby appoints Vendor as processor to process the personal data of its own personnel, customers, suppliers and other persons who contact the Company for customer support and which will be processed using the Vendor Technology (the “Data”) for the Term in accordance with the provisions of this DPA. This may involve the following (categories of) Data: contact details (first and last name, email address, postal address), job title within company, employer, emails and email conversations from the last 12 months as well as new incoming email conversations on email accounts linked with the Vendor Technology, email accounts linked and the connection with email conversations. It is expressly agreed that Vendor and the Company will comply with the obligations applicable to it under the Applicable Personal Data Processing Legislation.
2. Vendor shall only process the Data as processor to the extent necessary to perform its obligations under the Agreement and exclusively in accordance with the written instructions of the Company (the “Permitted Purpose”), including the Agreement, unless otherwise required by a Union or Member State legal provision applicable to Vendor. In that case, Vendor shall inform the Company of that legal requirement prior to the processing, unless that legislation prohibits such information for important reasons of public interest. In no event shall Vendor process the Data for its own purposes or those of any third party. Vendor shall notify the Company as soon as possible if, in its opinion, an instruction from the Company constitutes a breach of the Applicable Personal Data Processing Legislation or other Union or Member State provisions on data protection.
3. Vendor shall not transfer the Data outside the European Economic Area (“EEA”), unless Vendor (i) has first obtained the prior written consent of the Company; and (ii) takes all measures necessary to ensure that the transfer is in accordance with the Applicable Personal Data Processing Legislation. Such measures may include (without limitation): the transfer of Data to a recipient in a country that the European Commission has decided provides adequate protection for personal data, or to a recipient that has signed standard provisions with Vendor that were established or approved by the European Commission.
4. The Company agrees that Vendor uses sub-processors (such as subcontractors), without requiring specific prior consent. Vendor will inform the Company about intended changes concerning the addition or replacement of sub-processors. If the Company does not raise any motivated objections within seven (7) working days, it is deemed that the Company agrees with the intended change.
5. Vendor will ensure that any person or sub-processor it allows to process the Data (including its personnel, agents, and subcontractors) (an “Authorized Person”) is subject to a strict confidentiality obligation (either a contractual obligation or a statutory obligation) and will not allow persons who are not subject to such a confidentiality obligation to process the Data. Vendor will ensure that all Authorized Persons process the Data only as necessary for the Permitted Purpose and in accordance with the provisions of this DPA. Any sub-processor engaged will sign an agreement with Vendor containing provisions at least as stringent as this DPA.
6. Vendor guarantees that it will take appropriate technical and organizational measures to protect the Data against a personal data breach, destruction, loss, alteration or unauthorized disclosure of, or unauthorized access to transmitted, stored or otherwise processed Data, whether accidentally or unlawfully (a “Security Incident”), and at least the measures as set out in Article 32 GDPR. Such measures shall take into account the state of the art, the costs of implementation as well as the nature, scope, context, and purposes of processing, and the varying likelihood and severity of risks for the rights and freedoms of individuals. Furthermore, these measures will ensure an appropriate level of security, based on the risk involved.
7. Vendor will provide the Company, taking into account the nature of the processing and the information available to it, with all the information necessary to assist the Company in complying with its obligations under Articles 32-36 GDPR, such as data security, data protection impact assessments, and prior consultation. The Company will submit a written request to Vendor for this purpose in a timely manner.
8. Vendor will provide all reasonable and timely assistance (including through appropriate technical and organizational measures) to the Company, at the Company’s expense, to enable the Company to respond to (i) any request from a data subject to exercise any of their rights under the Applicable Personal Data Processing Legislation (including their right of access, right to rectification, right to object, right to restriction of processing, right to erasure, and right to data portability, as applicable); and (ii) any other correspondence, inquiry, or complaint received from a data subject, supervisory authority, or any other third party in connection with the processing of the Data. If such a request, inquiry, or complaint is made directly to Vendor, Vendor will immediately inform the Company and provide all details in this regard. Vendor will not take any further action in this regard towards the data subject, supervisory authority, or any other third party unless instructed by the Company.
9. As soon as Vendor becomes aware of a Security Incident, Vendor will promptly notify the Company and will provide all timely information and cooperation as required by the Company to enable the Company to comply with its obligations regarding the notification and communication of a personal data breach under (and in accordance with the deadlines imposed by) the Applicable Personal Data Processing Legislation.
10. Upon termination or after the expiration of the Term, Vendor will, at the Company’s choice, either erase or return the Data to the Company (including all copies of the Data) on an information carrier, which are in its possession or under its control, and Vendor will make all reasonable efforts to obtain and/or have any Data outsourced to sub-processors removed (the “Return”). This requirement will not apply if Vendor is obliged by Union or Member State law to retain some or all of the Data, in which case Vendor will inform the Company of such retention requirements and will only retain the Data for the minimum period necessary to comply with such requirements. Vendor will provide the Company with evidence of the erasure or return of the Data upon request.
11. Vendor shall permit the Company (or its authorized third-party auditors) to inspect Vendor’s compliance with this clause and shall make available to the Company all information, systems, and personnel necessary for the Company (or its third-party auditors) (i) for such inspection and (ii) to conduct an audit. Vendor acknowledges that the Company (or its third-party auditors) may enter the premises of Vendor to carry out this audit, provided that the Company gives reasonable prior notice of its intention to conduct an audit, carries out the audit during normal working hours, and takes all reasonable measures to prevent unnecessary disruption of Vendor’s operations. The Company shall exercise its audit rights no more than once over a period of twelve (12) calendar months, unless (i) as and when required by an instruction from a supervisory authority, or (ii) if the Company believes that further investigation is necessary following a Security Incident at Vendor.
List of Subprocessors:
Exhibit B
Service Level Agreement
Purpose and Scope
This Service Level Agreement (“SLA”) forms part of, and is governed by, the Master Services Agreement entered into between Vendor and Company (the “Agreement”) and the applicable Sales Order. It sets out the support commitments, service levels and availability targets applicable to Company’s access to and use of the Vendor Technology. Capitalised terms used but not defined in this SLA have the meaning given to them in the Agreement. In the event of any conflict between this SLA and the body of the Agreement, the body of the Agreement shall prevail, unless this SLA expressly provides otherwise.
Definitions
Change means the addition, modification, or removal of anything that could have a direct or indirect effect on the Services or the Managed Components.
Risk means the probability and impact of a potential event that could adversely affect the delivery of the Services.
Procedure means a documented, repeatable set of steps used to carry out a specific process or activity.
Work Instruction means a detailed, step-by-step description of how a specific task within a Procedure is to be performed.
Standard Change means a pre-approved, low-risk, well-understood, and fully documented Change that follows a predefined Procedure or Work Instruction and does not require case-by-case approval.
Managed Components means the specific elements of the Vendor Technology and its integration with Company’s environment, that fall within the scope agreed between the parties.
Incident means an unplanned interruption to, or reduction in the quality of, the Services.
Business Hours means 9:00 A.M. to 5:00 P.M. Central European Time, Monday through Friday, excluding Belgian public holidays.
Service Agreement
The following detailed service parameters are the responsibility of the Vendor in the ongoing support of this SLA.
1. Service Scope
The following services are covered by this SLA:
- Manned customer portal
- Manned telephone support
- Monitored email support
- Automated monitoring of the system and subcomponents
- Alerts
2. Company requirements
Company responsibilities and/or requirements in support of this SLA include:
- Reasonable availability of Company representative(s) when resolving a service related incident or request.
3. Vendor requirements
Vendor responsibilities and/or requirements in support of this SLA include:
- Meeting response times associated with service related incidents.
- Appropriate notification to Company for all scheduled maintenance.
Service Management
Effective support is a result of maintaining consistent service levels. The following sections provide relevant details on service availability.
1. Service Desk
Coverage parameters specific to the service(s) covered in this SLA are as follows:
Telephone support : 9 A.M. to 5 P.M. Monday – Friday
Email support: Monitored 9 A.M. to 5 P.M. Monday – Saturday
- Emails received outside of these hours will be collected, however no action can be guaranteed until the next working day
Contact and escalation phone:
- Company portal: support.tekst.com
- Support desk: + 32 479 40 38 94
- Operational: support@tekst.com
- Commercial: sales@tekst.com
2. Service Request Management
The purpose of the service request management practice is to support the agreed quality of a service by handling all pre-defined, user-initiated service requests in an effective and user-friendly manner. The Vendor service defines a service request as a request from a Company’s authorised representative that initiates a service action which has been agreed as a normal part of service delivery.
Our services include:
- A request for information (‘howto’ questions);
- A request for access to a resource or service or log data.
- Standard changes to the environment (pre-approved Change that is low Risk, relatively common and follows a predefined Procedure or Work Instruction). These are not required to implement a Standard Change process, and they are logged and tracked using the agreed service request tool. The exact definition what Standard Change entails is customer specific is agreed upon between Vendor and the Company.
3. Service Level Objective for Incident Management
In light of this SLA, Vendor will answer within the following time frames to the Company’s service related requests. In the event of an issue, an initial response, including a plan of action and expected resolution time, will be delivered. The proposed channel and the expected time frame for a response depends on the incident level. At Vendor, we have 3 incident levels.
Any issues identified will be remedied using available resources, based on the severity of the problem and the time required to fix it. For P1 incidents, Vendor commits to a resolution Service Level Objective (SLO) of four (4) hours from the time of incident reporting.
4. Service Level Objective for Availability Management
Availability (A) is defined as:
A=(O-M-U)/(O-M) x 100
Whereby
O: equals the total number of hours in the operational period;
M: equals the total number of hours that the Vendor Technology is out of service for maintenance;
U: is the unavailability (hours) during the operational period.
The following events are excluded from the calculation of Availability and shall not be counted as unavailability (U) for purposes of this SLA:
- Scheduled downtime, i.e., time required to perform regular maintenance activities to maintain the Vendor Technology;
- Emergency maintenance, i.e., maintenance required to ensure the security, performance or integrity of the Vendor Technology due to a threat or vulnerability;
- Force Majeure;
- Downtime resulting from any act, omission, or default by Company or any third party;
- Downtime due to Company's violation of the AUP;
- Unavailability of Company's own infrastructure, systems, or other required equipment.
The Service Level Objective is expressed as a percentage and measured per calendar month and can be tracked on status.tekst.com
In light of this SLA, Vendor ensures an availability of 99,9% during business hours, ensuring consistent and reliable access to our services.
Vendor will use reasonable efforts in accordance with applicable industry standards to maintain the Services in a manner that minimises errors and interruptions in the Services and will perform the Implementation Services in a professional and proficient manner.
The Services may be temporarily unavailable for scheduled maintenance or for unplanned emergency maintenance either by Vendor or by third party vendors, or due to other causes beyond Vendor’s reasonable control, but Vendor will provide advance written or email notice of any scheduled service interruption, no later than two weeks before interruption. However, Vendor does not warrant that the Services will be error-free; nor does Vendor make any warranty regarding the results that may be obtained from the use of the Services.
5. Incident Management
The purpose of the incident management practice is to minimise the negative impact of incidents by restoring normal service operation as quickly as possible.
Vendor will help identify, troubleshoot, and restore normal operational functionality of the Managed Components if an Incident is detected or reported by Company. Typical tasks include:
- Create Incident tickets from detected or reported Incidents;
- Manage Incidents by classifying, prioritising, troubleshooting, and restoring operation of the Managed Components, or providing recommendations to resolve the Incident;
- Assign and reassess Incident priorities in accordance with the agreed process;
- Notify relevant parties about Incidents, keeping the parties updated through Incident closure;
- Provide Incident Reports pertaining to the Managed Components;
- Make a recommendation to resolve the Incident if the cause is out of scope or out of Vendor control.
The overall incident management, including escalation process is included below.
6. Release Management
The purpose of the release management practice is to make new and changed services and features available for use.
Major new additions are communicated to the Company and enabled when ready. Patches/hotfixes and minor changes are done continuously. Scheduled maintenance are communicated through status.tekst.com, to which the Company is automatically subscribed and will receive maintenance notifications directly via that channel.
Vendor ensures that backwards compatibility is kept with every new change made to the Vendor Technology. In the rare event that backwards compatibility cannot be guaranteed, this is communicated with Company at least 3 months before the change is made.