Service Delivery agreement 
 

  1.  General Scope of the Service Delivery Agreement

The agreement covers all of the services supplied by SmartInfo.

 

  1.  Parties’ general commitment

The parties shall cooperate to implement the solution and service according to descriptions in the offer

 

  1. Scope of the agreement

The contract covers the service / services the customer has ordered

 

  1. Supplier’s ongoing commitment

The supplier undertakes to deliver services according to the offer. This also includes assisting the client in setting up the necessary systems, installation of required software and hardware, testing and other necessary adjustment to start the scanner and sub processes, when applicable.
The supplier should provide the service according to the offer on processing and delivery of digitized material.
The supplierundertakes to continuously erase processed material from the disks and to keep backup only of the last 90 days of the incoming material and 30 days of database content.

 

  1. Customer’s commitment for scanning (when applicable)

    1. Provide a customized workplace for scanning. A workstation that is equipped with the hardware and software required to perform the work.
    2. The customer shall ensure that the documents are scanned and delivered as stated in the offer. Prepare documents so that the provider can guarantee quality of document identification and data capture.
    3. Regular care and maintenance of equipment in accordance to instructions, in order to maintain the quality of images.
    4. The customer must report incidents via email to support@smartinfo.se or via telephone +4608 63 00 891 (Swedish / English).
  2. Security
    1. The supplier shall ensure that the service is at high security, no unauthorized person is able to take advantage of the information being stored.
    2. Secure data communication using the SFTP protocol.
    3. File transfer via encrypted and password protected zip file.
    4. Access control based login to digitalized material
    5. Perimeter protection on servers via subcontractors.
    6. Firewall and antivirus protection for network communication and PCs.
    7. Backup of data.
    8. Premises with burglar alarms and such protection.

 

  1. Handling and storing data

No data will be handled outside of the European Union or stored outside Sweden. This applies to all data for all services regulated by both the main agreement and the supplementary agreements.    

 

  1. Risk / liability

The Customers original documents is the responsibility of the Customer. Responsibility for digitized deliveries to the Customers system is the responsibility of the Customer. Responsibility for fire or other external destruction of installed software or hardware at the Customer site is the customers.

 

  1. Compensation for disruption of service

At the event of a delivery delay and/or a service disruption the Customers has the right to receive a price reduction. However, if actions by the Customer are the reason for the delay and/or disruption the Customer will receive no price reduction.

Delay in delivery or non-service due to disruption in Customers technical solution, such as computer failure, is only grounds for compensation or termination of contract if these disturbances were caused by the Supplier or the software provided by the Supplier.

Neither party will be held responsible if the Party has exercised due care. Parties are not responsible for any resulting indirect or consequential damages.

The Supplier warrants an uptime for the system of 99%. If the Customer experience disruptions caused by negligence of the Supplier, the Customer has a right to compensation thru a price reduction of 5% of the fixed monthly fee per day up to a 100% of the total monthly price.

Unless otherwise specifically agreed, the Supplier warrants a SLA for delivery of data capture within 24 hours for documents scanned by the Customer. In case of special agreement on shorter SLA for certain types of documents, damages will be payable on delayed delivery due to the Supplier with a 5%

reduction in the monthly cost of SLA at any time up to 100% of the monthly cost.

  1. Force majeure

If a party is prevented from fulfilling its obligations under this Agreement because of circumstances that the party could not control such as lightning, labor disputes, fire, as amended by the authorities, government intervention and errors or delays in services from a subcontractor such as electricity or internet, for reasons stated herein, shall constitute grounds which shall postpone the time for performance and relief from liability and other possible penalties.

If the completion of the essential elements is prevented for more than one (1) month because of certain circumstances as mentioned above, each party is entitled to make a written immediate termination to this Agreement.

  1. Amendment and additions to the agreement

Changes and additions to this agreement shall be made in writing and agreed by both parties.

 

  1. Terms

Unless otherwise agreed by the parties this Agreement is binding from the order and the term is for twelve (12) months. If the agreement is not terminated by either Party no later than three (3) months prior to  the term of the agreement, the agreement will be extended for another twelve (12) months.

Upon termination of the contract, the supplier shall ensure that all information processed on behalf of the client shall be cleared from the supplier’s servers.

 

  1. Early termination of the agreement

Either party has the right to terminate the contract if the other party substantially breaches its obligations according to this Agreement, and has not taken measures to correct the breach within 30 days after the written request from the other Party.
Either party may terminate the agreement if the other party goes bankrupt, initiates composition proceedings or is otherwise insolvent.

  1. Customer data

Upon termination, for any reason, the Customer is guaranteed the right to have their data delivered within a reasonable time frame after the request and that all customer data in the systems and all backups are deleted by Supplier.

 

  1. Dispute

Swedish law shall apply to this Agreement.  Disputes arising from this Agreement shall be finally settled by arbitration administered by the Stockholm Chamber of Commerce Arbitration Institute (The Institute).

The Rules for Expedited Arbitrations shall apply unless the Institute with regard to the case, the amount in dispute or other circumstances, determines that the Rules the Stockholm Chamber of Commerce Arbitration Institute shall apply to the proceedings.

In the latter case the Institute shall also decide whether the arbitral tribunal shall consist of one (1) or three (3) arbitrators. The arbitral tribunal shall meet in Stockholm. The arbitration will be conducted in Swedish.

Regardless of what has been stated above, each party is entitled to initiate legal proceedings in a general court or other competent authority regarding clear and overdue claim.

 

List of attachments

  • Appendix1:               Non-disclosure agreement
  • Appendix 2:              Personal Data Assistance Agreement
  • Appendix 3:              SLA


Appendix 1

Non-disclosure agreement

 

Both the Customer and the Supplier shall treat all information obtained through the cooperation governed by this Agreement confidential. The parties acknowledge that a failure to treat the information as confidential may cause permanent damage to the other party and that the party in such a case is entitled to recover damages from the other Party.

 

The confidentiality does not apply to information that a party can show has become known for party otherwise than by the performance of this Agreement or that is generally known or for which the party is obligated to disclose because of any law, ordinance, regulation, authority or equivalent.

 

The confidentiality remains even after this agreement has expired. The Supplier undertakes not to, under the duration of this Agreement or thereafter, for third party reveal such information that the Supplier has received from the Customer including information about the Customer’s customers.

 

The Supplier shall take all measures necessary to prevent confidential information disclosed to third parties by its employees. The supplier undertakes to protect the material against unauthorized access.

 

Outside of the agreed processes the Supplier shall only provide confidential information to the Customer upon written request and only to designated contacts.

The supplier shall, through confidentiality agreements with their staff, ensure that privacy and confidentiality is maintained to the same level as above by all employees who handles Customer information.


 

Appendix 2

Personal Data Assistance Agreement

 

  1. The customer is the data controller of personal data processed in respect of this partnership.
    The supplier acts as a personal data assistant.

 

  1. The customer is responsible for all personal data that is related to this cooperation is in accordance with the Swedish Personal Data Act (1998:204).

 

  1. The supplier undertakes to only process personal data in accordance with this Agreement and in accordance with Customer’s instructions.

 

  1. The Contractor is obliged to take the measures referred to §31 in the Data Protection Act.

 

  1. The customer shall, after receipt of the Supplier’s summary of the activities carried out under item #4) Inform the Supplier of any additional technical and/or organizational measures are needed, or if the provided measures meets the Customer’s instructions regarding safety. The supplier must be prepared to follow the Data Inspection Board’s decisions on changes to legal and safety requirements.

 

  1. The supplier shall permit the inspections by “Datainspektionen”, or other authorized parties, in accordance with the Personal Data Act, required for the maintenance of a proper treatment of personal data.

 

  1. The Supplier shall hold the Customer harmless in the event that the Customer is inflicted an injury that is related to the Supplier’s treatment of personal information where the Supplier has acted in contradiction with instructions from the Customer or in contradiction with the agreement.

 

  1. Upon termination of the agreement to manage personal data on behalf of the Customer, the Supplier shall return all personal data on media that are fixed (e.g. Disk, tape or DVD).

Appendix 3

Service Level Agreement (SLA)

This agreement covers SmartScan, Smart Archive, Smart Mailroom, Smart Manager, Smart Contract and SmartFlow services in accordance with the Customer order. In applicable cases service on the scanner and data capture service are also covered.

 

  • The supplier undertakes to provide the service according to the service description.
  • The service is available 24/7/365.
  • Availability should never be less than 99%.
  • Possible damages in case of malfunction are governed by section 9 in the Service Delivery
  • Maintenance of the service takes place outside office hours, after 22.00 and before 07:00.
  • Supplier agrees to have an established process for support to the Customer for receiving issues and incidents and solution of problems and errors.
  • Support is provided during normal business hours covering Monday through Friday between the hours of 08:00 and 17:00
  • Support and service at the Customer is by appointment during normal business.
  • Unless otherwise agreed upon at the time of the order, the standard SLAs for delivery of data capture is within 24 hours. If an SLA of 4 hours have been agreed, the Customer must scan documents at the latest 11.00 CET on the working day in question. If an SLA up 2 hours have been agreed, the Customer must scan documents at the latest.12.00 noon CET on the working day in question.
  • Possible damages for delayed delivery of data capture is governed by section 9 in the Service Deliver Agreement
  • In case a service contract on a scanner is included, repair be carried out during office hours and within 2 working days. If needed, the Customer is entitled to a loan scanner during the repair period. The cost of service, repair and parts are included in the service
  • This does not include cost of replacement of wear parts, for example. rolls, where the customer only pays for the parts and makes the replacement.