1. Definitions

When used in this Agreement, the following terms shall have the following meanings:

Term Definition
Company means the organisation consuming the miaa Services and who may have contracted with miaa Guard directly or through a third party.
Confidential Information means information that is disclosed by a party (“Discloser”) to the other party (“Recipient”), or which Recipient has access to in connection with this Agreement, that is identified by Discloser to be proprietary and confidential to Discloser or to a third party or is to be deemed confidential due to its nature.
EU Data Protection Regulation means the Directive 95/46/EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and the Regulation (EU) 2016/679/EC 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) coming into force on 25 May 2018.

Eligible applies to Service Incidents and Service Requests that have been reported through the miaa Service Desk and that are covered by a Service Order that has been made effective, has not expired and has not been completely fulfilled.
Fees means the fees payable by Company pursuant to a Service Order.
miaa Deliverable means:

  • design and architecture documents and training material developed for Company;
  • configurations of miaa Product Base and third-party products performed for Company;
  • customisations of the miaa Product Base performed for Company;
  • adapted versions of the user experience blueprint, reference implementations and documentation developed for Company;
  • support, expertise and assistance provided to Company.
miaa Product Base means:

  • the design and architecture documents and training material relative to use of standards and third-party products;
  • the user experience blueprints, including any related code, scripts, tables and code generation mechanisms;
  • the combination of systems that is managed and operated as Software-as-a-Service by miaa Guard for Company, also known as miaa Cloudware;
  • the documentation, including user manuals, tutorials, online materials, and specifications that describe the features, functionality, configuration or operation of the user interface blueprint and cloud-based components.
miaa Services mean the advisory, integration, operational and support services delivered by miaa Guard to Company and identified in a Service Order. miaa Services result in miaa Deliverables and may incorporate components of the miaa Product Base.
miaa Service Desk means the system with which Company should report Service Incidents and Service Requests to miaa Guard and which is the basis for measuring service levels.
Parties means Company and miaa Guard.
Public Authority means any representative of any regulatory agency or any private entity mandated by a regulatory agency, having jurisdiction over Company or its affiliates in connection with the agency’s, authority’s, or entity’s regulatory functions, including bank examiners, tax authorities, securities regulators, privacy commissions and their examiners, and futures regulators and their examiners, and police investigators.
Quick fix means a method to address the symptoms of a service incident as initial response and to reach at least a level of minimum acceptable service performance. Note: A quick fix is not a permanent solution to fix the root cause of an incident. It can also be known as a work-around
Reaction time means the time between the logging or notification of a Service Incident (e.g. an alert or a phone call by an impacted person) or the issuance of a Service Request (e.g. a ticket), and the moment miaa Guard acknowledges to Company.
Restoration time means the time between the logging or notification of a Service Incident or the issuance of a Service Request, and the moment miaa Guard provides a quick fix.
Resolution time means the time between the logging or notification of a Service Incident or the issuance of Service Request, and the moment a definitive solution is implemented. Note: The implementation of a definitive solution may be dependent on processes of third parties or on Company’s processes and as such, target levels cannot be set.
Service Incident means an unplanned interruption to a component of the miaa Services, or a reduction in the quality of a component of the miaa Services, or an event that can impact an end user of the miaa Services.
Service Order means the purchase order entered into between the parties and into which this Agreement is incorporated.
Service Request means a request for information, advice, investigation, access to a component of the miaa Services or a change within the scope of a Service Order. Note: A Service Request is usually unplanned or ad hoc.

2. Services

Scope

This Agreement shall govern all Services that have been purchased by Company from miaa Guard or that have been purchased by Company through a third-party subcontracting miaa Services to miaa Guard on behalf of Company. Future purchases for additional services shall be made by issuance of additional Service Orders.

Goal

Subject to the terms and conditions of this Agreement miaa Guard will provide the miaa Services to Company pursuant to the applicable Service Orders.

3. Responsibilities

Cooperation

Company shall cooperate with miaa Guard in the performance by miaa Guard of the miaa Services, including, without limitation, providing miaa Guard with reasonable facilities and timely access to data, information and personnel of Company, and including the commitments set forth in the miaa Rulebook. Company shall be responsible for the performance of its personnel and agents and for the accuracy and completeness of all data and information provided to miaa Guard for purposes of the performance by miaa Guard of the miaa Services hereunder.

Company Responsibility

It is understood and agreed that the miaa Services may include advice and recommendations to Company, but all decisions in connection with the implementation of such advice and recommendations by Company shall be the sole responsibility of Company. In connection with the miaa Services, miaa Guard shall be entitled to rely on all decisions, specifications and approvals provided by, or on behalf of Company. Company accepts and acknowledges that miaa Guard shall not be held liable to the extent that such liability arises due to unauthorised access in case of inaccuracies in the specification of the Service Order.

miaa Guard Responsibility

As part of the miaa Services, miaa Guard will provide Company with the Service Level commitments specified in the miaa Rulebook and will provide support as described in and in accordance with the miaa Rulebook.

Licenses

Subject to the terms and conditions of this Agreement, miaa Guard grants to Company, during the Term, a non-exclusive, non-transferable, non-sublicensable right (a) to access and use the miaa Product Base, and any related miaa Documentation, as made available to Company by miaa Guard for its own internal business purposes, and (b) to install, access, use and operate miaa Product Base, solely for uses identified in the applicable Service Order, and in strict accordance with the miaa Documentation and the terms and conditions of this Agreement for its own internal business purposes. No miaa Product Base may be made available to third parties, unless prior approval by miaa Guard in writing.

Restrictions

Company agrees that it will not, and will not permit any of its employees or other party to: (a) reverse engineer, decompile, disassemble or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of any miaa Product Base, (b) modify, adapt, alter, copy or make derivative works based on the miaa Product Base or any part of the miaa Product Base, (c) otherwise use the miaa Product Base in any manner that exceeds the scope of use permitted hereunder, (d) use the miaa Product Base to conduct or promote any illegal activities or (e) alter, remove or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the miaa Product Base or miaa Documentation. Company will use the miaa Product Base in compliance with the miaa Documentation. Company may not provide any parts of the miaa Product Base to any third party.

4. Financials

Company shall pay miaa Guard the Fees set forth in the applicable Service Order. miaa Guard shall invoice Company for all Fees due and, unless otherwise specified in a Service Order, Company shall pay the invoiced amount within thirty (30) calendar days after date of the invoice. Sums stated to be payable under this Agreement do not include any applicable value added tax or other taxes, which shall be additionally charged to Company. All Fees payable to miaa Guard under this Agreement shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever unless the same are required by law, in which case Company undertakes to pay miaa Guard such additional amounts as are necessary in order that the net amounts received by miaa Guard after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding.

In the event miaa Guard’s employees or agents are required to travel to any Company or Company facility in connection with the performance of miaa Services, Company will reimburse miaa Guard for all reasonable, preapproved, travel and travel related expenses incurred in connection with the performance of the miaa Services.

miaa Guard reserves the right (in addition to any other rights or remedies miaa Guard may have) to suspend Company’s access to the miaa Services and miaa Product Base if any Fees owed to miaa Guard are more than sixty (60) calendar days overdue until such amounts are paid in full. miaa Guard may charge interest for all outstanding balances at a rate equal to the lesser of two percent (2%) per month or the maximum rate permitted by applicable law, from the due date until paid. All Fees shall be paid in Euros.

If Company disputes any portion of an invoice, Company shall notify miaa within fifteen (15) days from the invoice date of the nature of any such dispute, the basis for Company’s dispute and the amount involved, together with any appropriate information supporting Company’s and Company’s position, failure of which shall result in the invoice being deemed accepted by Company. The undisputed portion of the invoice shall be paid as set forth herein.

Company shall be responsible for the payment of all taxes in connection with any Service Order that are legally required to be paid by Company, and not for any taxes based on miaa Guard’s income or taxes that are not legally required to be paid by Company. If Company is required to withhold taxes from any payments due to miaa Guard, then Company will state that requirement.

5. Term and Termination

Term

The term of this Agreement shall commence on the effective starting date of the governing Service Order (the “Starting Date”). The miaa Services to be provided with respect to each Service Order shall continue for the term specified in that Service Order (“Initial Term”) unless terminated earlier as provided in the sections below. Each subsequent Service Order shall have its own term unless the Service Order expressly states that it supersedes or amends a previous Service Order. Upon expiration of the Initial Term of each independent Service Order, the term of such Service Order shall automatically renew for three (3) successive one (1) year periods (each, a “Renewal Term”) unless either Party gives the other Party at least thirty (30) calendar days’ written notice prior to end of the Initial Term or the then-current Renewal Term of its intent not to renew. This Agreement shall automatically expire upon the expiration or earlier termination of all outstanding Service Orders. miaa Guard reserves the right to increase the Fees applicable to any Renewal Term upon written notice to Company.

Termination

Either Party may terminate the Agreement if the other Party breaches any material provision of the Agreement and does not cure such breach within thirty (30) calendar days after receiving written notice thereof.

Either Party may terminate this Agreement by written notice to the other Party, effective as of the date of receipt of such notice, if the other Party becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business.

Effects of Termination

Upon termination or expiration of this Agreement for any reason, (a) any amounts owed to miaa Guard under this Agreement will be immediately due and payable, (b) all rights (including for the avoidance of doubt any licenses on the miaa Product Base) granted to Company in this Agreement will immediately cease to exist, (c) Company must promptly discontinue all use of the miaa Product Base, and (d) Recipient will return to Discloser or destroy all copies of Discloser’s Confidential Information in Recipient’s possession or control (all terms defined hereafter).

The sections related to restrictions, confidentiality, ownership and liability together with any accrued payment obligations, will survive expiration or termination of the Agreement for any reason.

6. Ownership

IP related to miaa Product Base

The miaa Product Base, including all copies, improvements, enhancements, modifications and derivative works thereof, and all worldwide intellectual property rights and other proprietary rights relating thereto or embodied therein, are and remain the exclusive property of miaa Guard and its licensors.

miaa Guard has additionally created, acquired or otherwise has rights in connection with the performance of its services and may employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know-how, and techniques including, without limitation, function, process, system and data models; templates; the generalised features of the structure, sequence and organisation of software, user interfaces and screen designs; general purpose consulting and software tools, utilities and routines; and logic, coherence and methods of operation of systems.

Company acknowledges and agrees that (a) miaa Guard shall own all right, title, and interest, including, without limitation, all rights under all copyright, patent and other intellectual property laws, in and to the miaa Product Base and (b) miaa Guard may employ, modify, disclose, and otherwise exploit the miaa Product Base including, without limitation, providing services or creating programming or materials for other Companies.

miaa Guard does not agree to any terms that may be construed as precluding or limiting in any way its right to (a) provide solutions, consulting or other services of any kind or nature whatsoever to any person or entity as miaa Guard in its sole discretion deems appropriate or (b) develop for itself, or for others, materials that are competitive with those produced as a result of executing miaa Services for Company, irrespective of their similarity to miaa Deliverables.

IP related to miaa Deliverables

Except as provided above, upon full and final payment to miaa Guard of the associated fees, the tangible items specified as miaa Deliverables for Company shall become the property of Company.

To the extent that any ‘IP related to miaa Product Base’ is contained in any of the miaa Deliverables for Company, miaa Guard hereby grants Company, upon full and final payment to miaa Guard of the associated fees, a royalty-free, fully paid-up, perpetual, non-exclusive license to use and adapt such IP solely in connection with the miaa Deliverables and Company’s own operations. This ‘right to use’ and ‘right to adapt’ shall never be interpreted and translated into the ‘right to sell’, ‘right to rent out‘, ‘right to transfer’ to a third party or otherwise extend the right to use.

7. Confidentiality

Protection

Information may be disclosed in written or other tangible form or by oral, visual or other means. Confidential Information of miaa Guard includes, without limitation, all information concerning the miaa Services and the miaa Product Base disclosed hereunder that is not within any of the exceptions set forth in the section “Exceptions” below. Recipient will not use any Confidential Information of Discloser for any purpose not expressly permitted by the Agreement, and will disclose the Confidential Information of Discloser only to the employees, contractors or advisors of Recipient who have a need to know such information for purposes of the Agreement and who are under a duty of confidentiality no less restrictive than Recipient’s duty hereunder. Recipient will protect Discloser’s Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. Except as provided herein, Company shall not allow any access to miaa Guard Confidential Information to any third party. The Parties agree that any actual or threatened breach of this section will constitute immediate, irreparable harm to the non-breaching Party for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.

Exceptions

Recipient’s obligations under the previous section with respect to any Confidential Information of Discloser will terminate if such information: (a) was already known to Recipient at the time of disclosure by Discloser; (b) was disclosed to Recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of Recipient has become, generally available to the public; or (d) was independently developed by Recipient without access to, or use of, Discloser’s Confidential Information. In addition, Recipient will be allowed to disclose Confidential Information of Discloser to the extent that such disclosure is (a) approved in writing by Discloser, or (b) required by law or by the order of a court or of a similar judicial or administrative body, provided that Recipient notifies Discloser of such required disclosure promptly and in writing and cooperates with Discloser, at Discloser’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.

8. Warranty and Service Levels

Warranty and limitation of liability

miaa Guard warrants that it shall perform services pursuant to the Service Orders in good faith and according to professional standards. Except for the Service Level commitments stated below, miaa Guard disclaims all other warranties, either express or implied, including, without limitation, warranties of merchantability and fitness for a particular purpose with regard to the miaa Services.

The miaa Product Base provided pursuant to the Service Orders are provided “as is” and miaa Guard, on behalf of itself and its suppliers, hereby expressly disclaims all warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose. miaa Guard’s sole obligation with regard to any error in the services is to provide, as applicable, the remedy set forth in the miaa Rulebook.

In no event will miaa Guard be held liable for any consequential, indirect, exemplary, punitive, special or incidental damages, including reputational damages, any lost data or lost profits, arising from or relating to the miaa Services, miaa Product Base or this Agreement. miaa Guard’s total cumulative liability in connection with this Agreement, the miaa Services and the miaa Product Base, whether in contract or tort or otherwise, will not exceed the fees actually paid by Company under the relevant Service Order during the twelve (12) month period preceding the events giving rise to such liability.

Service Levels

miaa Guard shall use reasonable commercial efforts to meet the Target Reaction Times and Target Restoration Times specified in Annex Service Level Agreement for ninety percent (90%) of the Eligible Service Requests and Service Incidents.

A Service Request and a Service Incident is said to be ‘Eligible’ if and only if (1) it is covered by a Service Order that has been made effective, has not expired and has not been completely fulfilled, and, (2) it is submitted through the miaa Support Desk. Company acknowledges that miaa Guard cannot be held responsible and liable for meeting the Service Levels in Annex for non-eligible Service Incidents and Service Requests.

Company acknowledges that miaa Guard’s ability to meet the Target Reaction Times and Target Restoration Times specified in Annex is dependent on miaa Guard (1) having the information necessary to replicate the reported problem / to understand the request, and, (2) having real-time access to Company personnel who are knowledgeable about the service request.

9. Indemnity

Indemnification by miaa Guard

miaa Guard will defend at its own expense any claim or action brought by a third party against Company to the extent the claim or action is based upon an allegation that the miaa Services or miaa Product Base infringe any patents or any copyrights or misappropriate any trade secrets of a third party, and miaa Guard will pay those costs and damages finally awarded against Company in any such action that are specifically attributable to such action or those costs and damages agreed to in a monetary settlement of such action. Notwithstanding the foregoing, miaa Guard will have no obligation under this section or otherwise with respect to any infringement claim that is based upon (a) any use of the miaa Services or miaa Product Base not in accordance with this Agreement; (b) any use of the miaa Services or miaa Product Base in combination with products, equipment, software or data not supplied by miaa Guard other than the miaa Product Base; (c) any use of any release of the miaa Product Base other than the most current release made available to Company; or (d) any modification of the miaa Product Base by any person other than miaa Guard or its authorised agents or subcontractors. This section states miaa Guard’s entire liability and Company’s exclusive remedy for any claims of infringement.

In the event the miaa Services or miaa Product Base, in miaa Guard’s reasonable opinion, are likely to or become the subject of a third-party infringement claim (as per this Section), miaa Guard shall have the right, at its sole option and expense, to: (a) modify the ((allegedly) infringing part of the) miaa Services or miaa Product Base so that they become non-infringing while preserving equivalent functionality; (b) obtain for Company a license to continue using the miaa Services or miaa Product Base in accordance with this Agreement; or (c) terminate the relevant license and pay to Company an amount equal to a pro rata portion of the Fees paid to miaa Guard hereunder for that portion of the miaa Services or miaa Product Base which is the subject of such infringement, such portion being based on a straight line depreciation over a five (5) year term beginning on the delivery of the relevant miaa Services or miaa Product Base.

Indemnification by Company

Company will defend at its own expense any claim or action brought by a third party against miaa Guard that uses on Company’s instruction the miaa Deliverables or miaa Product Base, to the extent the claim or action arises from or is related to Company’s use of the miaa Services or miaa Product Base, excluding any claim or action arising from a breach of the terms of this Agreement by miaa Guard, and Company will indemnify and hold miaa Guard harmless from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising from or related to any such claim or action.

Indemnified Party Obligations

As a condition of the indemnifying Party’s obligations under this section, the indemnified Party must (a) notify the indemnifying party promptly in writing of such action or claim; (b) give the indemnifying Party sole control of the defence thereof and any related settlement negotiations; and (c) cooperate and, at the indemnifying Party’s request and expense, assist in such defence.

10. Privacy Governance

Data controller & processor

Company confirms and accepts to act according to the EU Data Protection Regulation (and its implementation in national legislation) and to assume the role of Data Controller (as defined in the EU Data Protection Regulation) relative to the miaa Services. miaa shall assume the role of Data Processor (as defined in the EU Data Protection Regulation) relative to the miaa Services subscribed to by Company. miaa Guard assures adequate protection against accidental or unlawful destruction, loss, alteration and disclosure. Company shall indemnify miaa of any claim of privacy breach that is not due to a shortcoming of this protection.

Relative to their end users, Company shall act as the contact point for the applicable national data protection authority. In this respect, Company may liaise with miaa Guard’s security and privacy officer.

Company accepts full responsibility for:

  • ensuring personal data is collected for explicit and legitimate purposes and used accordingly;
  • ensuring that the collection of personal data is adequate, relevant and not excessive in relation to the purposes for which it is collected and/or further processed;
  • ensuring that registered end users can rectify, remove or block incorrect data about themselves;
  • ensuring that personal data of registered end users is not kept any longer than strictly necessary.

Company undertakes to inform registered end users of the extent and the purpose of collecting personal data and of the registered end user’s rights to opt out, to be forgotten and to rectify data.

Company undertakes to inform registered end users and other stakeholders in case of a data privacy breach as and when required by law, including the EU Data Protection Regulation.

Public authorities and subpoena’s

The following procedure shall apply for requests for information by Public Authorities.

If miaa Guard receives a request for information from a Public Authority, it shall inform Company promptly by e-mail. Company shall promptly confirm receipt of this notification by e-mail and shall state any precautions, restrictions or constraints that they wish to see applied.

If Company receives a request for information from a Public Authority, it shall promptly notify miaa Guard by e-mail as soon as it deems necessary for miaa Guard to provide assistance and shall state any precautions, restrictions or constraints to be applied.

In a request for information from a Public Authority, miaa Guard may assist Company and/or the Public Authority to collect information in relation to the miaa Services or miaa Product Base. Any extraordinary assistance due to Company shall be subject of a (chargeable) Service Order.

miaa Guard’s duties in relation to Public Authorities shall survive termination, expiry or cancellation of the miaa Services for any reason until the end of the next Company’s financial year or as prescribed by applicable legislation and/or regulation.

Protecting Personal Data

miaa Guard shall notify Company of any security breach it may suspect at a Company’s product. Company shall promptly notify miaa Guard of any critical suspected security breach. A critical suspected security breach represents an incident where the impact to Company’s business and/or reputation may be severe and represent a crisis to Company. Examples include possible or actual serious miaa Services disruption, leakage of private information about registered end users, compromise of Company confidential information and suspected breach of the security of a product or repository.

As part of the Reaction to a suspected security breach, miaa Guard may deem it necessary to suspend some or all of Company’s miaa Product Base. Depending on the nature, extent and root cause of a suspected security breach, any associated downtime may be qualified as Excluded Downtime (as defined in the miaa Rulebook).

The technical process and implications pursuant to a security breach and/or threat of such security breach is set out in detail under Section ‘Privacy Governance’ in the miaa Rulebook.

11. General

Compliance with Laws

Each Party agrees to comply with all laws, regulations, rules, ordinances and orders applicable to its rights and obligations under this Agreement. Company will strictly comply with all requirements of the laws and regulations with respect to the use of the miaa Services and the miaa Product Base.

Assignment

Neither Party may assign or transfer, by operation of law or otherwise, this Agreement or any of its rights under the Agreement (including the license rights granted to Company) to any third party without the other Party’s prior written consent; provided, however, that either Party may assign this Agreement, without consent, to any successor to all or substantially all its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganisation or otherwise. Any attempted assignment or transfer in violation of the foregoing will be null and void.

Subcontracting

miaa Guard shall be entitled to subcontract delivery of the miaa Services to its affiliates and to individual consultants engaged by miaa Guard pursuant to a professional services agreement, without having to obtain Company’s prior consent.

Independent Consultant

It is understood and agreed that miaa Guard is an independent consultant and that neither Party is, nor shall be considered to be, an agent, distributor or representative of the other. Neither Party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other.

Limitation on Actions

No action, regardless of form, arising under or relating to the miaa Services or miaa Product Base, may be brought by either Party more than one year after the cause of action has occurred, except that an action for non-payment may be brought by a Party not later than one year following the date of the last payment due to such Party hereunder.

Force Majeure

Except for any payment obligations, neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder for any cause, which is beyond the reasonable control of such Party.

Notices

All notices, consents, and approvals under this Agreement must be delivered in writing by courier, by e-mail, or by registered mail to the other Party at the address set forth in this Agreement or on the applicable Service Order, and will be effective upon receipt or when delivery is refused. Either Party may change its address by giving notice of the new address to the other Party.

Governing Law and Venue

This Agreement will be governed by and interpreted in accordance with the laws of Belgium without reference to its choice of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement shall be submitted to the exclusive jurisdiction of the courts of Belgium.

Waivers

All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Severability

If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Construction

The headings of sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.”

Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings and communication, whether written or oral. This Agreement may be amended only by a written document signed by both Parties. The terms unilaterally implied by any purchase order or similar document submitted by Company to miaa Guard will have no effect.

Annex. Service Level Agreement

miaa Guard defines following windows to handle Eligible Service Requests and Service Incidents:

Service Window Definition
Emergency Window between 00:00 – 24:00 CET, 7 days a week
Extended Window between 08:00 – 21:00 CET, 7 days a week
Business Window between 9:00 – 18:00 CET, during Belgian business days

The Emergency Window is only applicable for a valid Service Order of platinum ‘Run Services’. The Extended Window is only applicable for a valid Service Order of gold and platinum ‘Run Services’.

miaa Guard defines following Service Levels to handle Eligible Service Incidents and Service Requests:

Type Definition Target Reaction Time* Target Restoration Time* Escalation to management
Severity-1
Incident
Emergency – failure in Production that stops your critical digital services or that compromises your end-user’s privacy – these incidents are typically handled first by Janrain, who may escalate to miaa Guard when necessary 30 minutes <4 hours Next morning
Severity-2
Incident
Urgent – defect in one or more of the functions in Production that makes the use of your digital services very difficult and inefficient ≤1 business day ≤1 business day Next business day
Severity-3
Incident
Any incident in Production not of Severity-1 or Severity-2 ≤2 business days (planned) Next Program Management meeting
Priority-1 Request Emergency – Delayed resolution in Production has immediate impact on your critical digital services or compromises your end-user’s privacy 30 minutes <4 hours Next morning
Priority-2
Request
Urgent – Delayed execution has immediate impact on your project schedule for more than 2 weeks (during integration or acceptance testing) or your marketing plans (in production) ≤1 business day ≤1 business day Next business day
Priority-3
Request
Any request not of Priority-1 or Priority-2 ≤2 business days (planned) Next Program Management meeting

(*) The Target Reaction Time or Target Restoration Time shall only apply during applicable Service Windows.

To ensure a fair qualification of Service Incidents and Service Requests, their Incident Severity respectively Request Priority are determined using the criteria listed above. The final qualification is thus not necessarily adopted from the ticket-priority set by your staff in the ticket. Non-eligible Service Incidents and Service Requests shall only be qualified with Severity-3 respectively Priority-3.

miaa Guard provides frequent updates on the progress of the Service Incident and Service Request resolution within the ticket. If miaa Guard fails to meet the Target Reaction Time or Target Restoration Time specified above, then the Service Incident and Service Request is escalated as follows:

  • Engaging senior management of miaa Guard to oversee the resolution process.
  • Bringing in extra resources of miaa Guard.
  • If necessary, bringing in external resources to solve problems in third party software used in the provision of the service.