Magement License Agreement
This End User License Agreement ("Agreement") is entered into by and between Magement B.V. ("Magement"), and the Licensee executing the Magement agreement (defined below). The parties agree as follows:
Magement offers a data integration platform with which Customer can, in short, connect its IT systems and simplify its data flows. In this agreement the parties will agree to the terms under which Magement will provide its data integration platform to Customer. The Service Level Agreement (SLA) mentioned in the table below forms an integral part of this agreement.
|Effective date of this agreement:||Upon signing this License Agreement|
|Payment period fees:||Monthly upfront payments|
|Service Level Agreement:||Included (see appendix 2)|
Magement’s services are offered via the internet in the form of Platform-as-a-Service. Any and all intellectual property rights, such as copyrights, trademarks and patents are vested and continue to be vested in Magement. For the term of this agreement and subject to payment of the license fee, the Customer receives from Magement a non-exclusive, non-transferable, non-sublicensable right to use the data integration platform as offered by Magement.
This license includes patches, updates and upgrades, proactively installed on Magement’s sole discretion in order to increase performance and/or the security of Magement’s services.
This agreement is on a month to month base with a notice period of one (1) month, which starts at the first day of the following month and will continue until the last day of that same month.
E. Implementation of Magement
Before Customer is able to use Magement’s data integration platform and manage data streams, the platform needs to be connected to other IT systems or platforms of the Customer. Customer needs to engage an implementation partner who is able to establish such connections, the so-called ‘Adapters’, with Magement’s data integration platform.
F. Processing of personal data
Pursuant to this agreement Magement will provide certain Services. These Services may include the processing of personal data on Customer’s behalf. In this situation, Magement shall be considered as “Processor” and Customer “Controller”. Such processing is governed by the general terms and conditions.
In order to comply with laws and regulations, Parties must make sure that both are familiar with the categories of personal data to be processed by Magement (as Processor) and the categories of data subjects from which the personal data may be processed. The relevant information in this matter, has been included in the following table. Parties shall inform each other in case of any relevant changes.
|Purpose: providing (third-party) hosting services||[required input of the client directly or later]||[required input of the client directly or later]||Name: To be announced
G. General terms and conditions
The general terms and conditions of Magement are applicable to this agreement and all products and services provided by Magement. The (unamended) general terms and conditions of Magement are added to this agreement and are also available at the website of Magement. Any (general) terms and conditions of Customer or stated by Customer are not applicable, unless explicitly agreed upon between parties in writing.
By signing this agreement, the signatory of Customer below declares to be authorized to duly represent Customer. Customer declares to have received, read and accepted the general terms and conditions of Magement.
Appendix 1: Service Level Agreement (SLA)
Because Magement’s primary service consists of providing an online platform, additional services such as maintenance and support are desirable. This SLA establishes performance levels regarding our services, maintenance and support, and forms an integral part of the ‘Magement - License Agreement’ concluded between Magement and Customer. The SLA takes effect on the moment the ‘Magement - License Agreement’ is concluded and automatically ends when the ‘Magement - License Agreement’ is terminated for whatever reason.
Business Days: 9:00 to 17:00 (CET / CEST) on weekdays, excluding weekends, Dutch national holidays and days prior to which Magement has announced that it is closed.
Business Hours: hours between 9:00 and 17:00 (CET / CEST) on weekdays, excluding weekends, Dutch national holidays and days prior to which Magement has announced that it is closed.
Customer: a natural person or legal entity that concludes a Magement - License Agreement with Magement in order to use Magement’s Service.
Evening hours: between 17:00 and 09:00 (CET / CEST) on weekdays, excluding weekends, Dutch national holidays and days prior to which Magement has announced that it is closed.
Implementation partner: the third party retained by Customer pursuant to a separate agreement that is responsible for the set up and configuration of the Service.
Incident: an unexpected failure of the Service to work as agreed upon between Magement and Customer, which is reported to Magement by Customer and which is reproducible by Magement.
Magement: the company Magement B.V. established in Groningen (The Netherlands) and registered with the Dutch Chamber of Commerce under registration number 71996451.
Response Time: the time between 1) the time at which Customer has reported an Incident in accordance with this SLA, and 2) the time at which Magement has sent a confirmation of receipt to Customer.
Service: Magement’s data integration platform provided to Customer under the ‘Magement - License Agreement’.
Weekend: from friday 17:00 until 09:00 on monday (CET / CEST) excluding Dutch national holidays and days prior to which Magement has announced that it is closed.
B. Reporting incidents
Customer is able to report Incidents in several different ways depending on the priority level and the time of day. See the contact options and details in paragraph B.4 and B.5. This SLA is not applicable to Incidents reported by Customer in other ways than provided for in B.4 and B.5.
B.1 Priority levels
Incidents, provided they qualify for further handling by Magement, are classified according to the following priority levels:
|1||Fatal Incident. Complete loss of functionality or access to the Service.|
|2||Major Incident: Incident causing major problems for Customer in its ability to use the Service. For example when the Service is extremely slow or when main functionalities of the Service are not useable.|
|3||Average Incident: Incident affecting only certain non-critical functions of the Service. For example, when the Service is slow, or when main functionalities are still available, but certain secondary functionalities are not available.|
|4||Minor Incident: All other Incidents. For example: minor bugs that do not have a significant impact on the usability of the Service.|
Priority levels are reasonably determined by Magement’s (support) staff handling the Incident taking into account Customers Incident report.
B.2 Escalation policy
Magement endeavors to provide Incidents reported by Customer with appropriate attention and priority in accordance with the following Response Times and availability of Magement support staff:
|Priority level||Support availability||Response Time|
|1||24 hours a day, 7 days a week.||Within 4 hours|
|2||Business Hours||Within 1 Business Day|
|3||Business Hours||Within 2 Business Days|
|4||Business Hours||Within 5 Business Days|
B.3 Technical assistance
In order to provide Customer with feedback, Magement must be in possession of a current (mobile) telephone number and an e-mail address of: 1) the implementation partner for the Customer and 2) the technical contact person of the Customer. The customer is responsible for providing the most recent contact information and must keep this information up-to-date.
When requesting support, the Customer is obliged to provide the following information:
name of the relevant contact person;
contact details for follow-up (telephone number, mobile phone number, email address);
description of the Incident, as accurate as possible and insofar relevant with;
the complete URL (the web address) where the Incident occurred;
a description of the Service before and after the Incident;
description of the steps already taken by the Customer.
Customer agrees to assist Magement to the best of its ability in resolving the Incident.
B.4 Contact options
If the Customer wishes to report an Incident, the Customer must contact Magement via the channels below. Depending on the priority level, date and time, different channels must be used by Customer to enabling Magement to process Incident reports effectively. Besides a general and an emergency telephone number, Magement uses a Helpdesk where Customer may report Incidents. The Helpdesk is a ticket system where Customer may report Incidents by creating a new support ticket.
|Priority level*||Business Hours||Evening hours||Weekend|
|1||General number||Emergency number||Emergency number|
|2||General number, Helpdesk||Helpdesk||Helpdesk|
* If necessary further details must be provided via Magements Helpdesk in order to efficiently collect and analyse additional information (i.e. screenshots).
B.5 Contact details
The contact details for the Incident report channels as mentioned in paragraph B.4 are listed below.
|Contact options||Contact details|
|General number:||+31 (0)20 2400 654|
|Emergency number||Will be provided after signing the agreement|
|Helpdesk (email)||[email protected]|