TrustCloud Service & Support Level Commitment (“SLA”)

2. Definitions

2.1 “Scheduled Uptime”: Total number of hours in a given period of time during which the TrustCloud Platform must be available to the Client. Unless stated otherwise, the Scheduled Uptime will be 24/7 for 365 or 366 days a year, excluding “Excusable Downtime”.

2.2 “Excusable Downtime”: Total number of hours in a given period of time during which the TrustCloud Platform is not available to the Client due to the following circumstances:

2.2.1 Scheduled maintenance that will be carried out on the first Sunday of each month between 06:00 am and 08:00 am CET/CEST, unless stated otherwise, with a minimum 24 hour notice given to the client.

2.2.2 Emergency maintenance in order to respond to incidents or potential threats that could compromise the security of the Client’s data or information.

2.2.3 Incidents affecting the connection or access to telecommunications networks for which TrustCloud is not responsible.

2.2.4 Incidents derived from the Client’s, or third parties appointed or contracted by the Client, use of applications, equipment, technology or software.

2.2.5 Incidents resulting from a lack of information and cooperation from the Client, following a reasonable request by TrustCloud.

2.2.6 Downtime of services provided in test mode, or in any other environment other than the production environment.

2.2.7 Downtime of services provided in beta versions.

2.2.8 Downtime caused by the Client failing to update their version.

2.2.9 Incidents derived as a result of Force Majeure.

2.3 “Response Time”: Number of hours that TrustCloud takes to provide a response to the Client once it becomes aware of a potential incident, in accordance with the procedure set out in section 3.

2.4 “Inactivity Time”: Total hours in a given period of time during which the Platform is unavailable for reasons other than those included in the Excusable Downtime.

2.5 “Availability Time”: Percentage of hours during which the Platform is available and in operation for the Client with respect to the Scheduled Downtime. The “Availability Time” will be calculated monthly, using the following formula:

Service Level Agreements for TrustCloud Platform

3. SLA – Availability of the Platform

TrustCloud will make all reasonable technical efforts to respond to and resolve any incident reported by the Client according to its Level and the terms set out below:

(*) TrustCloud will make a reasonable technical effort to solve an incident or find a valid alternative within the indicated periods of time. This service level agreement does not apply to non-reproducible incidents or incidents of unknown origin.

Service Level Agreements for TrustCloud VideoID Assisted Services

4. SLA – Service Performance Standards

4.1 TrustCloud VideoID Assisted Shared Agents

• 80% of the standard defined by TrustCloud calls will be answered by an agent in less than 120 seconds.
• 90% of the standard defined by TrustCloud calls will be answered by an agent within 180 seconds.

4.2 TrustCloud VideoID Assisted Dedicated Agents

4.2.1 The call duration target must be specifically agreed with the Client, taking into account aspects such as: estimated volume, distribution, number of agents and script or argument length and complexity.

4.2.2 The waiting time target must be specifically agreed with the Client for TrustCloud to size the specific team of dedicated video agents.

5. Digital Assets Upload Timing

• 80% of the digital assets (video, pictures, MRZ, document verification, etc.) will be uploaded to TrustCloud within 190 seconds of the video call ending.
• 95% of the digital assets (video, pictures, MRZ, document verification, etc.) will be uploaded to TrustCloud within 310 seconds of the video call ending.

6. Forecasting Dependency

TrustCloud ability to meet the Performance Standards is dependent on materially accurate volume forecasting by Client.

In addition, if:

(i) Client’s daily usage during the first month of service is 15% higher than the volume of Transactions contracted divided by the number of months of the duration of the contract for those Transactions; or

(ii) Client’s daily usage from the second month of service increases by more than 15% of the prior calendar month’s daily average, and

(iii) TrustCloud has not received reasonable prior warning -at least sixty (60) days in advance and agreed to, such increase (including with respect to payments for such increase), or

(iv) the Service is otherwise not being used as intended in a manner that significantly increases the number of transactions processed by TrustCloud from Client,

then TrustCloud is entitled to scale down Client’s usage to a level no less than Client’s daily average for the prior calendar month plus 15% in order to minimize the impact on TrustCloud provision of Services to other Clients, disable features or portions of the Service provided to Client. In these instances, the quality of the Service provided to Client may be adjusted accordingly, the Performance Standards shall not apply while the Service is being scale down, and TrustCloud shall have no liability to Client in connection with any actions taken by TrustCloud under this Paragraph.

If the Client’s daily average usage exceeds the prior calendar month’s average daily usage by 15% in two or more successive months, no further rise of the daily average usage can be executed, and the Client will be offered to either contract to a paid increase in Transactions, or an increase the levels agreed in the first month in which the consumption increased by more than 15% of the prior month´s daily average usage.

In relation to the arrangements set out in Paragraphs 8 (i) and (iiI), the increase limit of 15% shall operate both to the aggregate usage of all the Services provided by TrustCloud to Client and to the individual usage of each Service per Sales Order. For this purpose, each Sales Order in which TrustCloud Assisted VideoID is performed shall be considered as an individual Service.

Incident Communication

7. Incident Communication and Ticketing

7.1 The Client must report the incident to TrustCloud by sending an email to support@trustcloud.tech that includes the following information:

(i) Identification of the account information.

(ii) Contact person.

(iii) Details of the incident and its effects.

Furthermore, the Client agrees to provide TrustCloud with information regarding the incident and to collaborate to allow the incident to be managed correctly.

7.2 Once the communication is received, TrustCloud will proceed to submit a ticket and categorise the incident according to the levels established in section 4, to the best of its knowledge and belief. TrustCloud will provide the Client with the ticket reference for tracking purposes.

Service Credits

8. Service Credit Request Procedure

To receive Service Credits, the Client must follow the following procedure:

(i) The Client must submit a ticket by sending an email to support@trustcloud.tech with the subject line “SLA Claim” within fourteen (14) calendar days after the end of the applicable month of service for which the Service Credit is being claimed. In this communication, the Client must provide the dates and times the TrustCloud Platform was not available, or if the services were provided below the established Performance Standard.

(ii) TrustCloud will proceed to verify the Platform’s operation during the days and hours identified by the Client and, once non-compliance with SLAs as defined in this Annex has been confirmed.

(iii) Once non-compliance has been confirmed, Service Credits will be credited to the Client and offset against the next invoice(s).

8.1 Sole indemnification nature

The Service Credits will be TrustCloud sole and exclusive resolution for any breach of the agreed service level, having a compensatory and penalising nature of their own. Under no circumstances will the Service Credits be exchangeable for cash, nor will they give rise to a full or partial refund.

8.2 Service Credits for non-compliance with SLAs of the Trustcloud Platform

TrustCloud will make commercially reasonable efforts to ensure its Platform TrustCloud has an uptime or Availability Time of at least 99.7% in any monthly billing cycle (the “Service Commitment”). If TrustCloud is unable to keep this commitment, the Client will have the right to the following discounts on the total amount of subsequent invoices (“Credits for Service”):

(*) In the case of annual payments, one twelfth of the amount paid will be taken as a reference.

8.3 Service Credits for non-compliance with SLAs of the TrustCloud VideoID assisted Service

If TrustCloud does not meet any of the Performance Standards for two (2) or more consecutive months, the Client will be entitled to obtain the following discount percentages on the total amount of subsequent invoices (“Service Credits”):

1. 5% of the monthly paid amount in case of non-compliance of any of the indicators for 2 consecutive months.
2. 10% of the monthly paid amount in case of non-compliance of any of the indicators for 3 consecutive months.

Exclusions

9. SLA exclusions

The SLAs detailed in sections 4 and 6 and their corresponding Service Credits will not apply in the following circumstances:

(i) The incidence is the result of any of the cases detailed in section 2.2 of this Annex.

(ii) The Client is not up to date with payments or is in material breach of the Contract.

(iii) The situation arises from the cases detailed in section 9 of this Annex.

(iv) The SLAs that specifically refer to video identification activities will not be applicable during the first two months of service, which are considered as an adjustment period.