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Service level agreement
Additional tools/services

The terms for our Tripplanning, Tripmonitoring & Geocoding services.

INTRODUCTION
Parties to the agreement

All additional commercial tools/services are provided by Calendar42 or it’s subcontractors. Therefore this  a contractual agreement between Ambit B.V. operating under the name of Calendar42, located at the Oude Delft 207, 2611 HD, in Delft, registered at the chamber of commerce under the number of 52184935, represented by Michel Boerrigter, Director (hereinafter referred to as “the Supplier”) and Client (hereinafter referred to as “the Client”).

Purpose

This agreement outlines the terms and conditions under which the Supplier will provide specified Services (collectively referred to as “the Services”) to its Client or its Affiliates. The objective is to provide a basis and framework for the delivery of high quality services that meet the needs of the Client.

Duration

This Agreement commences on the Commencement Date (sign up date) for an initial period of at least 30 days. Thereafter, the Agreement will be automatically renewed monthly for successive monthly periods unless notice is received at least 30 days before such an expiry date.

The Supplier will provide to the Client, at least 30 days written notice of any price changes due to take effect from each renewal date.

Non-exclusive agreement

It is understood and agreed that this Agreement does not grant to the Supplier any exclusive rights to do business with the Client and also that the Client may contract with other suppliers for the procurement of similar services. Nothing in the Agreement prevents the Supplier from marketing, developing, using and performing similar services or products to other potential clients.

Definitions
  • “Affiliate” means a subsidiary organisation, sister organisation or an organisationally connected entity to either party.
  • “Benchmarks, targets and metrics” means the agreed numeric criteria against which performance under this Agreement is to be measured.
  • “Change control procedures” means the agreed process to be followed when change are required either to this Agreement or to the Services.
  • “Commencement date” means the date that the Agreement is considered to be effective.
  • “Defective or inadequate performance” means the delivery of services where the performance levels do not meet an agreed minimum criteria.
  • “Disclosing party” means the party who has disclosed confidential information to the other party.
  • “Initial period” means the Agreement period from the commencement date to the first renewal date.
  • “Intellectual property rights” mean the registered or non-registered ownership of patents, trademarks, registered design, know-how or copyright.
  • “Key personnel” means those persons employed by the Supplier who have a key role in the delivery of the services to the Client.
  • “Non-standard services” means those services, which are customised to meet the  requirements of the Client.
  • “Place of service delivery” means the address or addresses of the Client’s or Supplier’s premises where the Service delivery is deemed to take place.
  • “Problem escalation” means the agreed procedure for alerting and notifying increasingly senior members of the Supplier’s management of the non-resolution of problems.
  • “Problem management” means the agreed procedures for providing support and problem resolution services to the Client.
  • “Professional fees” means the remuneration or compensation, other than reimbursable expenses, due to the supplier for the provision of the Services.
  • “Receiving party” means the party who has received confidential information from the other party.
  • “Service availability” means the times and periods that the Supplier will make the Services available to the Client.
  • “Service component” means a divisible and identifiable part of the overall Services to be delivered.
  • “Service review meetings” mean regular meetings that are held between representatives of the Supplier and the Client specifically to discuss issues arising from the delivery of the Services including the performance of the Service delivery.
  • “Specified services” means those Services that are specified in Schedule A and Schedule B of this Agreement.
  • “Standard services” mean those Services that the Supplier delivers to its Clients without significant customisation.
  • “Support and Service desk services” mean the specified support services provided by the Supplier to the Client to assist the Client’s personnel to understand, operate and execute the delivered Services.
SCOPE OF WORK
Standard services

All services are delivered as SaaS (Software as a Service) or DaaS (Data as a Service) and are made available through (web) API. 

Non-standard services

Non-standard services to be delivered under this Agreement are as listed, described and specified as:

  • Consultancy
  • Development
  • Dedicated support

And will be, unless stated otherwise, charged based on an hourly rate of €125,-.

Service availability

The availability, operational reliability and response times of the Standard Services to be delivered under this Agreement are as specified as:

  • Availability* 99.5%
  • Maintenance window: 23:00-07:00 CET

* Availability is calculated by the following formula: A = (T – M – D) / (T – M) x 100%

A = Availability
T = Total Monthly Minutes
M = Maintenance Time (routine and scheduled maintenance)
D = Downtime (unscheduled downtime)

Third party dependency
  • The service are ISP and data centre independent
  • The data centre are geographically spread
  • All data centre are located in the Netherlands
Changes to services

Either party may propose changes to the scope, nature or time schedule of the Services being performed under this Service Level Agreement. The parties will mutually agree to any proposed changes, including adjustments to fees and expenses as a result of any changes to the Services.

Data updates

Our data will be updated according to the following schedule:

  • Source: Openstreetmap
  • Type: PBF file
  • Description: Streetnetwork
  • Interval: Nightly
  • Source: NDOV
  • Type: GTFS
  • Description: Static timetables
  • Interval: Nightly
  • Source: NDOV
  • Type: GTFS-RT
  • Description: Dynamic data (vehicle positions, tripupdates, alerts)
  • Interval: Continuous
  • Source: PDOK & OpenKVK
  • Type: NL extract
  • Description: Basisregistratie adressen en gebouwen (BAG) + Handelsregister
  • Interval: Nightly
Software updates
Our software will be updated according to the following schedule:
  • Opentripplanner
  • Description: Opentripplanner build: OTP.jar
  • Interval: Nightly
  • Trip monitoring
  • Description: Trip monitoring software
  • Interval: Upon release
  • Bag42
  • Geocoder
  • Upon release
  • Bliksem integration
  • NDOV data aggregation: GTFS & GTFS-RT conversion
  • Upon release
  • NL extract
  • Data conversion (BAG)
  • Nightly
Service review meetings

Service Review meetings can, on the Client’s request, be held on a quarterly basis at the Client’s offices.

The issues to be covered will include (if applicable):

  • Service performance levels
  • Support performance levels
  • Installation performance
  • Equipment issues
  • System issues
  • Compensation issues
  • Administrative Issues
  • Security Issues
  • Changes proposed
ADDITIONAL TERMS
Our standard services include the delivery (in an aggregated way) of standard (public) data services on which specific terms apply. Accepting these services, also results in accepting the specific terms applicable to our standard services as defined in the following schedule:
NDOV
  • When using our NDOV+ & Planner services you accept the terms as stated in the NDOV example agreement (Dutch) that the travel information provided to you may only be used for:
    • Informing travellers by means of:
      • Trip planner (services)
      • Real-time information on stops & stations
      • On trip travel information or trip advices
    • Or delivered to a supplier that provides one of the above.
  • You explicitly acknowledge that this information is not suitable for interpreting of  Public Transport Operator (PTO) performance
Openkvk

Article 4 of the Dutch Databank Law (Databankenwet) states that user of a database which is made ​​available to the public may not perform acts which brings the normal exploitation of the database in danger or creates unjustified harm to the producer of this database.

“De rechtmatige gebruiker van een databank welke op enigerlei wijze aan het publiek ter beschikking is gesteld, mag geen handelingen verrichten waardoor hij de normale exploitatie van de databank in gevaar brengt of ongerechtvaardigde schade aan de producent toebrengt.”

In the context of this article datadumps towards third parties (such as Calendar42) are only provided under strict conditions. One of these conditions is that the data may not be used for commercial targets such as (Direct) Marketing and only be offered in the context of the intended use: Bag42 linked (reverse) geocoder.

BAG

The BAG is provided under a Public Domain License and therefore freely available and may be used for both commercial and non commercial purposes.

OpenStreetMap

OpenStreetMap is open data, licensed under the Open Data Commons Open Database License (ODbL). You are free to copy, distribute, transmit and adapt this data, as long as you credit OpenStreetMap and its contributors. If you alter or build upon this data, you may distribute the result only under the same licence. The full legal code explains your rights and responsibilities.

PROBLEM MANAGEMENT
Support and Service desk Services

The Supplier will provide ongoing assistance to the Client to support the Services provided. This will include comprehensive Service desk facilities and Maintenance and Support services.

Channels
  • Support platform
  • Description: Tickets, feedback & knowledge-base
  • Priority level: Low & normal
  • Accessibility: 24/7
  • Response time: Typical within 2 working days
  • Fees: Free
  • Mail
  • Description: Dedicated support
  • Priority level: High
  • Accessibility: 24/7
  • Response time: Typical within 2 working days
  • Fees: €125,-/hour
  • Phone
  • Description: Service downtime/inaccessibility (+31(0)85 099 0000 )
  • Priority level: Urgent
  • Accessibility: 8/5 (office hours CET/CEST)
  • Response time: Same day
  • Fees: Free

Support platform

Feature requests, consultancy requests and bug reports will be covered by the Plannerstack members and the broader community on a best effort base via our support platform.

Our aim is to reply to all incoming requests within 2 working days, our reply will contain one of the following scenario’s:

  1. A first analysis proofs there is a bug or issue, which we will try to solve as soon as possible at no costs (best effort)
  2. A first analysis shows it is a feature request and we will add it to our roadmap and/or feedback platform (best effort)
  3. A first analysis shows that dedicated support is required which can be offered for a standard rate of €125,-/hour, we will include in our response an estimation of time and after acceptance of this quote we start with executing the work required.
Problem priorities

The Service desk and Maintenance and Support services priorities are defined as:

  • Urgent priority: Serious financial impact
  • High priority: Medium financial impact
  • Normal priority: Minimal financial impact
  • Low priority: No financial impact
To ensure that the Client receives senior management

To ensure that the Client receives senior management attention on unresolved issues, the Supplier operates a problem escalation procedure in order that any unresolved problems are notified to the Suppliers operational and management personnel on a priority basis dependent upon the severity of the problem. There are four levels of Problem Priorities and two levels of escalation.

Escalation process

This schedule provides information of the Problem Escalation procedure to be applied to Standard and Non-standard Services deliverable under the terms of this Agreement.

For low and normal priority problems first line of support is provided through our support platform.

In the case of an high or urgent priority problem, first line of support will be provided by contacting ella@calendar42.com and clearly indicating the priority level of the problem according to the following format:

  • Problem description
  • Priority level
  • Example data/request (if available)
  • Contact information
    • Contact person
    •  Phone & email

All incoming support requests will be reviewed and taken action upon as in the Support and service desk services section of this agreement.

Penalties for non-compliance

On a per-Service basis, for each month in which the availability is below the targeted average as calculated in Service availability, Supplier will reduce the amounts due and payable to it relating to such Service for such month by 5%. In addition, for every 1% loss of availability below the targeted average availability during the same calendar month,Supplier will further reduce the amounts due and payable to it relating to such Service for such month by another 5%.

On a per-Request basis, for each support & service desk request that is not handled as defined in Support and service desk services and notified by Client toSupplier,Supplier will reduce the amounts due and payable by Client for the same calendar month by 5%.

In all cases, the maximum, aggregate cumulative SLA credit/penalty in any given month for any given Service and for all service levels combined, is 25% of the underlying fees for such Service for such month.

CUSTOMER DUTIES AND RESPONSIBILITIES
Updates

Supplier is responsible for providing and distribution of software updates and or improvements relating the Standard services. These up-dates will be provided to Client without costs. Client is responsible for ensuring to be able to handle the latest version of the software provided under the standard services.

Estimations

Requests will be charged based on actual usage according to the price model agreed. When you expect to surpass your current bundle you are obliged to inform us upfront (at first convenience).

Approvals and Information

The Client will respond promptly, and in any case, within ten (10) working days, to any Supplier requests to provide direction, information, approvals, authorisations or decisions that are reasonably necessary for the Supplier to perform the services, including inaccuracies in invoices or reports.

Payment term

The Client will pay accepted invoices within the 30 day payment term, referring to the invoice number stated on the invoice provided.

FINANCE
Currency

All prices are defined in Euro and excluding VAT (BTW: 21%).

Requests

At the first of every month the actual requests will be calculated based on the actual executed requests. When more requests have been executed then your plan providers, your plan will be raised to this new level.

Invoices

Supplier will provide Client with digital invoices meeting Dutch requirements stated by law and clearly stating the charged plans, including a summarised report of the actual amount of requests (at least on a total amount of request per charged service base).

Price adjustments

Supplier can adjust it’s pricing once a year based on the “prijsindexcijfer van de consumentenprijsindex (CPI) januari 2013 =112,77 (2006 = 100%)” as published by the Centraal Bureau voor de Statistiek (CBS).

WARRANTIES AND REMEDIES
Quality of Service

The Supplier warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards reasonably applicable to such services. If the Client considers that a breach of this warranty has occurred and notifies the Supplier in writing stating the nature of the breach, then the Supplier will be required to correct any affected services within two (2) working days in order that they comply with the warranty. If Supplier is not able to correct the services, Client has the right to terminate the Agreement with immediate effect.

Indemnification

If, as a result of the Supplier’s negligence, the Client or Client’s employees suffer injury or property damage, the Supplier will reimburse the Client for that portion of any damages for which the Supplier is found to be liable.

Third party claims

The Supplier warrants that any works of authorship written by the Supplier’s personnel will not infringe any third party copyrights, patents or trade secrets. If a third party takes action against the Client for any infringements of this nature, then the Supplier will, at its own expense, settle the claim or arrange to defend the Client in such proceedings, and, in such circumstances, the Supplier will pay all settlement costs, damages, and legal fees and expenses finally so awarded.

Exclusions

The Supplier is not responsible for any infringements to third party copyrights, patents or trade secrets where the Client has made amendments to original documents and similar works prepared by the Supplier without the express approval of the Supplier, or where the Client fails to use the most recent versions of such works that have been delivered by the Supplier.

Remedies for breaches

In the event of any defective performance from the Supplier or failure to furnish the agreed level of service, the Supplier will make reasonable efforts to restore the service to a good operating condition within two (2) working days.

Force majeure

Except in respect of payment liabilities, neither party will be liable for any failure or delay in its performance under this Agreement due to reasons beyond its reasonable control, including acts of war, earthquake, flood, riot, embargo, sabotage, governmental act or failure of the Internet, provided the delayed party gives the other party prompt notice of the reasons for such cause.

Subcontractors

Supplier is always entirely responsible for Supplier’s (non-)affiliated subcontractors and -third parties used to execute part of the Services. Supplier shall enforce the same requirements as set out in this Agreement upon these subcontractors, who must in turn do the same with their (sub-) subcontractors if any.

Supplier is responsible for the correct execution of Services by (sub)contractors used by Supplier. Supplier hereby indemnifies Client for any liability of Supplier, and/or its subcontractors, towards Supplier personnel and (sub-) contractors, their personnel, with regards to activities performed in favour of Customer, of any nature whatsoever.

SECURITY
Logical access

The Client is to ensure that the Supplier’s employees and sub-contractors are given necessary access to the software and systems in order that the Services may be delivered and maintained in accordance with the terms of this Agreement.

Information and data security measures

The Supplier will manage information and data security with reasonable efforts to restrict unauthorised access. The Supplier will make best endeavours in accordance with recognised industry standard to ensure that its employees and representatives are fully aware of the risks associated with information and data security issues. The information the Client provides the Supplier with will be stored on secure servers. Transaction of data is encrypted (AES) for the Client’s safety. Supplier ensures to stay up-to-date with the developments in cryptography and security: updating the implemented security measures when needed.

PRIVACY POLICY
Collected information

In order to provide you with our services and to improve our platform as fast as possible, we need to collect and process data of you in the following ways:

  • The actual API request (HTTP message)
  • The timestamp of the request
  • The remote address (IP/reverse DNS) used for the request
Our use of your information

Information stored or collected regarding your usage of our services is solely used for providing you with, billing, communicating about, and improving our services.

We will never share or sell your personal data to third parties.

Information accessibility

All data we collect about you and your usage of our service is accessible by you as a Client. If you wish to have access to our data collection of your (personal) information this if free of charge for the first request, we are required to request proof of identity. Multiple or following requests will be charged with a processing and administration fee of €5,-.

INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIAL INFORMATION
Ownership of information

The original source data owner is and remains the rightful owner of their (personal) information.

Intellectual property rights

Both parties acknowledge the intellectual property rights of the other party whether registered or not.

Confidentiality

The term “Confidential Information” means any and all information that by its nature is confidential, irrespective of the form of communication, such as but not limited to non-public proprietary and confidential know-how, brand strategy, tools, marketing plans, specifications, instructions and all further data and other information, which is furnished by Client to Supplier now or in the future and all other Confidential Information of which Supplier came aware during this agreement.

Supplier shall keep the Confidential Information strictly confidential and shall not disclose the Confidential Information to any person, firm or company whomsoever except to persons directly involved and to whom it shall be essential to disclose the same (and Supplier shall impose upon all such persons the same confidentiality clause).

The obligations do not extend to any Confidential Information which:
  • at the time of disclosure is in the public domain;
  • after disclosure is published or otherwise becomes part of the public domain through no fault, omission or action of Supplier;
  • is received by Supplier after the time of disclosure by Client from a bona fide third party that
  • did not acquire such Confidential Information from Client; or d. is independently and bona fide developed by Supplier.
LEGAL COMPLIANCE AND RESOLUTION OF DISPUTES
Applicable law

This agreement is created and interpreted in accordance with the law of the Netherlands. The competent court in Amsterdam, The Netherlands, has the exclusive authority to be informed of all disputes with respect to this agreement.

Informal Resolution

In the event of dispute, the parties will attempt to resolve any such disputes through informal negotiation and discussion. Formal proceedings should not be commenced until such informal negotiations and discussions are concluded without resolution.

TERMINATION
Termination after initial Agreement term
This Agreement commences on the Commencement Date for an initial period of at least 30 days. Thereafter, the Agreement will be automatically renewed monthly for successive monthly periods unless notice is received at least 30 days before such an expiry date.

The Supplier will provide to the Client, at least 30 days written notice of any price changes due to take effect from each renewal date.

Termination for Convenience
Either party may terminate this agreement at any time by giving at least 30 days written notice to the other party.
Termination for Cause

If either party fails to perform its obligations under this Agreement, and does not, within 30 days of receiving written notice describing such failure, agree to take measures to cure such failure, then this Agreement may be terminated forthwith.

Payment on termination
In the event of termination of this Agreement for any cause, the Supplier will continue to be paid up to the effective date of termination for any fees or expenses due for services delivered up to that date.
GENERAL
Notices

Notices required under this Agreement are to be sent to the contact information as provided by Client. Notices are to be sent in writing by either registered post, electronic post, recorded post, express courier service or be delivered personally.

Standard of care

Each party will act in good faith in the performance of its respective duties and responsibilities and will not unreasonably delay or withhold the giving of consent or approval required for the other party under this Agreement. Each party will provide an acceptable standard of care in its dealings with the other party and its employees.

Assignment

This Agreement shall be binding on the parties and their respective successors and assignees. Supplier may not assign this Agreement (or any of the rights, claims, benefits or obligations under this Agreement) without the prior written consent of Client, which consent shall not be unreasonably withheld or delayed.

Client may assign the Agreement or part of its rights and delegate all or part of its duties hereunder to one or more affiliated companies and will inform Supplier in writing after this assignment. Supplier hereby confirms that it accepts this assignment to affiliated companies unconditionally. Notwithstanding such an assignment, Client shall remain responsible for the due fulfilment of all the obligations under the Agreement unless otherwise agreed in writing.

Entire Agreement

This document constitutes the entire agreement between the parties and supersedes all other prior agreements between the parties for the provision of such services.

Partners

Supplier is not directly related to any external information provider or third party unless specifically stated otherwise.

Applicable Law

This agreement is created and interpreted in accordance with the law of the Netherlands. The competent court in Amsterdam, The Netherlands, has the exclusive authority to be informed of all disputes with respect to this agreement.

Changes

This Agreement can change over time. The latest version of this agreement is available on our website. When we change this agreement we will notify you and we will request acceptance of these changes before you are able to continue to use our service(s).

Contact

Please feel free to contact us with queries, requests, or comments you may have about our privacy policy. We welcome any communication via this email address: ella@calendar42.com

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