Service Level Agreement

last updated: 2 Dec 2024

This is the service level agreement (the SLA) from GoPhoto B.V. (GoPhoto).

This SLA is applicable to every agreement between the Partner and GoPhoto (the Agreement). Capitalised terms in the Agreement have the same meaning in this SLA and vice versa.

  1. Software
    Use of the Software

    1. GoPhoto grants the Partner a limited, non-exclusive, non-transferable, revocable license to use the Software in accordance with the purpose (the Purpose) to offer a valuable photo experience to the visitors of the Partner (the License), which includes licenses for:
      1. GoPhoto camera applications;
      2. GoPhoto Order & print kiosk application;
      3. A Dashboard (CMS);
      4. A Photo Website (the Website);
      5. A Photo code generator.
    2. If the Partner wants to use the Software for any purposes other than specified in this SLA, the prior consent of GoPhoto is required.
    3. GoPhoto ensures that the Software is a stable version (as opposed to a beta and/or other developmental version), unless otherwise agreed in writing between the Parties.
    4. GoPhoto shall set up and ensure the proper integration of the Software (where applicable) and/or other online platforms in connection with the Project, including:
      1. the integration of the Website with social media platforms, to enable visitors of the relevant Location to share their photos;
      2. the provision of ADYEN point-of-sale (POS) terminals to collect card payments.
    5. After GoPhoto has confirmed the registration of the Partner, the Partner will receive a link to create an account in order to access the CMS.
      Maintenance
    6. GoPhoto shall maintain the Software, keep it available for use, and support the Partner with the implementation of the Software at its Location(s).
    7. Maintenance of the Software (the Maintenance) consists of the following:
      1. keeping the Software available for use on a continuous basis for the purposes of the Location;
      2. keeping available to the Partner any saved or processed data through the Software;
      3. performing operational maintenance of the Software, enabling the Partner to use the Software as agreed;
      4. making back-ups of all linked data, and corresponding metadata such as user accounts and dataset descriptions, on a daily basis;
      5. tracking and repairing any bugs or malfunctions in the Software;
      6. developing and releasing updates to the Software;
      7. ensuring that there are no data protection and/or storage capacity issues;
      8. optimizing integrations and obtaining the necessary authorizations;
      9. providing chat support on a “7 days per week” basis during the Term;
      10. assisting in resolving any issues the Partner may have in connection with the Software.
    8. GoPhoto shall strive to perform the Maintenance outside operating hours.
    9. During Maintenance, the availability of the Software can be temporarily limited.
    10. In case of bugs or malfunctions that seriously limit the use of the Software, GoPhoto may perform Maintenance at any time and without prior notice to the Partner.
    11. Additional services or features, consisting of (major) changes, are by no means included in the price of a particular category of the Service.
      Service Level
    12. GoPhoto shall ensure that the Software can be used in accordance with the provisions of the Agreement and the Purpose.
    13. GoPhoto shall ensure, on a best effort basis, that the Software is available to the Partner on a ‘24/7’ basis.
    14. GoPhoto guarantees an uptime of the Software of 99% (Uptime Percentage = (Uptime in hours) / (Uptime in hours + Downtime in hours) x 100). The Parties agree that Uptime means: the number of minutes that the Software has been available during a calendar month. Uptime does not include:
      1. time spent on emergency Maintenance;
      2. time in which the Software was not available in case of force majeure; or
      3. time that formed part of a scheduled Maintenance Window.

      Updates & upgrades

    15. GoPhoto can update the Software for Maintenance purposes or in order to improve the Software.
    16. An Update means: mitigating known errors and implementing small improvements in the Software’s functionality. GoPhoto shall notify the Partner in advance when such an update influences the way the Partner operates the system. If GoPhoto releases an Update, this SLA shall also apply to the new version of the Software including the Update.
    17. GoPhoto may release an Update of the Software at any time in accordance with paragraph 1.7.
      Malfunctions
    18. The Partner shall notify GoPhoto immediately in case of the Software not working as designed, to be referred to as an Incident.
    19. If an Incident has been caused by a bug, GoPhoto will restore this free of charge. A Bug means: a mistake in the Software which causes the Software to partially or in its entirety not to function in accordance with what is agreed upon in this Agreement.
    20. The Partner must report Incidents and Bugs as soon as possible via the support chat or email the person stated as their Project Manager.
    21. GoPhoto shall not be liable for any Incident (possibly caused by a bug), if the Partner has not implemented an Update with which the incident would have been remedied.
    22. GoPhoto shall, on a best effort basis, process the notification of an Incident or Bug by the Partner as soon as possible. The Issues will be prioritized in the following way:
      1. Urgent: core functionality of the Software is unavailable and operating the photo business has become impossible;
      2. Medium: some functionality is unavailable or not functioning properly but the photo business can function in part;
      3. Low: one or more features of the Software are (partly) not working as designed and are causing minor inconveniences.
    23. GoPhoto shall, after receipt of the notification from the Partner, reply to the Partner within the following time period (the Response Time):
      1. Urgent: 6 hours;
      2. Medium: 1 business day;
      3. Low: 3 business days.
    24. GoPhoto shall, after receipt of the notification from the Partner, solve the issue within the following time period (the Solution Time):
      1. Urgent: 12 hours;
      2. Medium: 5 business days;
      3. Low: 10 business days.
    25. GoPhoto shall not be liable for any loss of turnover during the solving of incidents or bugs in the Software.
    26. The Parties agree that a Solution means: every action that effectively, definitively or temporarily (by means of a workaround) solves a Software Malfunction or Issue.
    27. If a workaround is offered, GoPhoto shall endeavour to provide a definitive Solution as soon as possible.
    28. The Solution Time and the Response Time mentioned in this article apply only during GoPhoto’s operating hours.
    29. GoPhoto shall notify the Partner immediately when an Issue has been resolved. For the purpose of calculating the Solution Time, an Issue shall be considered to be resolved when the Partner has received notification thereof.
    30. The Solution mentioned in this article applies on the condition that the Partner has provided GoPhoto with (multi) access to the necessary devices.
  2. The Parties’ Obligations
    1. The Parties shall:
      1. work together in good cooperation and support each other where needed;
      2. not make any statements or take part in any activity which reasonably might be, or is likely to be, derogatory or detrimental to the reputation, image or goodwill of the other Party;
      3. procure that its directors, employees, agents, representatives, contractors or sub-contractors (collectively: the Representatives) will not engage in any activity, practice or conduct which would constitute an offense under any applicable anti-bribery and anti-corruption laws and regulations.
    2. GoPhoto shall:
      1. process personal data, which is processed under this Agreement, in accordance with Annex 4 (Data Processing Agreement);
      2. provide the Services in a timely and professional manner, with all due care, skill and ability of a diligent service provider;
      3. assist the Partner in resolving any issues the Partner may have in connection with the Hardware and the Software;
      4. provide online customer support for the Partner’s visitors. Such customer support can be reached via support@gophoto.nl or at faq.gophoto.nl. GoPhoto will endeavour to respond to queries within five (5) business days;
      5. provide training to (the employees of) the Partner for the purpose of operating the relevant Hardware and Software;
      6. provide general Standard Operating Procedure documentation relating to the Software and/or Hardware (the Documentation) and make every effort to update the Documentation from time to time to reflect possible changes.
    3. The Partner shall:
      1. pay GoPhoto for the properly rendered Services in accordance with the terms and procedure defined by this Agreement;
      2. provide GoPhoto with the information necessary to provide the Services and related Software support;
      3. provide GoPhoto with access to high-speed internet (minimum internet speed required: 20 Mbit/s for uploading/downloading) on each Location;
      4. monitor the content uploaded on the relevant (online) platforms and on such servers. The Partner shall make every effort to remove illegal content as soon as possible;
      5. act in accordance with the (updated) Documentation provided by GoPhoto.
  3. Data
    1. The Partner is responsible for taking the photos of visitors; these photos are considered data subjects (the Data). The Partner allows GoPhoto to process and use the Data for the provision of its Services.
      Responsibilities GoPhoto
    2. GoPhoto shall only use the Data for the provision of its Services and for the purpose of carrying out its obligations under this Agreement. GoPhoto shall not use the Data for other (commercial) purposes outside the scope of the Agreement, unless explicitly agreed upon by the Parties.
    3. GoPhoto shall process personal data in accordance with Annex 4 (Data Processing Agreement).
    4. The Software and Data will be hosted on the secure servers of GoPhoto in Europe. The web hosting service cannot grant itself access to the Data. Photo content will be stored for a maximum of one year, and video content will be stored for a period of six (6) months.
      Responsibilities Partner
    5. The Partner is responsible for the collection of Data and ensures that this is in accordance with the laws and regulations applicable.
    6. The Partner is solely responsible for informing its visitors at all Locations that photography and videography are an integral part of the experience it offers (the Experience) before the visitor buys the Experience.
    7. The Partner shall ensure that visitors can easily access information about the processing of their personal data, such as by providing QR codes linking to the applicable privacy policies.
    8. The Partner shall not process the Data. The Partner only has access to the Data that is relevant to use the Software and its related functionalities, such as access to sales data (visitor statistics) and data provided by the Visitor through an opt-in function.
    9. The Partner’s use of the Data is limited in the following way:
      1. the Data may only be used in accordance with its Purpose: to deliver the photo experience to visitors;
      2. the Data may only be used within the CMS facilitated by GoPhoto: the Partner may not export and/or use the Data outside the CMS environment;
      3. the Partner shall not be entitled to make Data transfer requests.
  4. Intellectual Property
    1. GoPhoto is and remains the sole and exclusive owner of all rights, titles, and interest in and to all of its (future) intellectual property, know-how, and information, and any intellectual property rights which rest on the Software or are the fruits of the use of the Software (the IP).
    2. The Partner will acquire no rights, title, or interest in or to any IP, nor may the Partner use any IP as the basis of, or for the purpose of applying for, or contesting the registration by GoPhoto (or any of its customers) of such IP during the term of this Agreement or thereafter.
    3. Any collaboration or partnership between GoPhoto and the Partner on the Software will not lead to co-ownership of any IP, unless explicitly so agreed in writing. In the event any IP can be attributed to the Partner, by operation of law or otherwise, the Partner hereby, in advance, transfers and GoPhoto hereby, in advance, accepts any such IP at no consideration.
    4. GoPhoto solely grants the Partner a limited right to use the IP. The Partner may only use the IP to make use of the Services within the environments facilitated by GoPhoto. This is not an exclusive right, which means that the Partner may not grant other parties similar rights of use. Furthermore, the Partner may not transfer or license this right to any third party under any circumstances.
    5. GoPhoto is entitled to use the Partner’s figurative mark, logo, and name to the extent necessary to design the Services customized to the wishes of the Partner.
    6. The Partner is entitled to use GoPhoto’s figurative mark, logo, and name to the extent necessary to offer the Services, provided by GoPhoto, to its visitors.
    7. GoPhoto may use photos and other materials from the Project in the future for its own portfolio, subject to the Partner’s review and written (e-mail) approval of said photos and materials.
  5. Representations and Warranties
    1. GoPhoto represents and warrants to the Partner, to the best of its knowledge, that:
      1. the Software and Hardware will not contain any obscene, offensive, or defamatory materials and will not expose the Partner to any civil or criminal proceedings regarding the same;
      2. the Hardware conforms with industry standards;
      3. the Hardware will be new, or newly manufactured;
      4. the Hardware will be free and clear of all encumbrances and other claims to title or ownership;
      5. the Software will be free from material defects in workmanship that prevent the Software from substantially meeting the specifications;
      6. the Software and Hardware do not violate or infringe any intellectual property rights of third parties;
      7. the Software and Hardware comply with the laws and regulations applicable in the Netherlands and European law regulations as implemented or applicable in the Netherlands.