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Service Level Agreement

Parties:
The MedGuide Company B.V., registered in the Commercial Register of the Chamber of Commerce under number 76091465, having its registered office and principal place of business in (1013 AP) Amsterdam at Danzigerkade 227 B (hereinafter referred to as MedGuide or Client), validly represented in this matter by its general director, Mr. J.T. van der Kleij;

and

An organization that enters into a business Agreement with MedGuide by means of a signed proposal or other written order confirmation (hereinafter: Client);

hereinafter jointly referred to as Parties and individually as Party.

Whereas:
MedGuide provides the Service (as defined below) to the Client, regarding which the Parties have made agreements in the Agreement (as defined below);

The Parties wish to lay down the agreements regarding the availability, support, and maintenance of/to the Service in this SLA.

The Parties have agreed as follows:
Definitions
In addition to and in deviation from the definitions in the Agreement, the following definitions are used in this SLA, which are used in both the singular and the plural:

Application
The application environment of MedGuide as made available by the Client. This concerns a Software-as-a-Service (SaaS) environment.

Constructive Maintenance
The maintenance performed by the Client consisting of launching Updates.

Consultancy
Paid support activities such as giving (technical) advice and realizing Changes (see also Appendix A for more explanation).

Corrective Maintenance
The maintenance performed by the Client consisting of making efforts to resolve Incidents that have arisen.

Actual Availability (also known as Uptime)
The time that the Service has been available during a certain period, expressed as a percentage of the Desired Availability.

Service
The service that the Client provides to the Client, as described in the Agreement.

Desired Availability
The degree of availability of the Service aimed for by the Client.

Recovery Time
The time between (i) the moment the Client has received a report of an Incident during Working Days and (ii) the moment the Client reports the Incident as resolved.

Incident
An unplanned interruption, reduction in quality of the Service, or substantial failure to meet the specifications of the Service expressly agreed upon in writing between the Parties. An Incident only exists if the Client can demonstrate it and if it is reproducible by the Client.

Incident Management
The process to resolve any unplanned interruption as quickly and effectively as possible. Objectives include restoring normal service production as quickly as possible and minimizing the negative impact on business operations, ensuring that the highest possible levels of service quality and availability are achieved.

Notification
Matters reported by the Client to Support. This can be, for example, a Problem, Incident, Question, Wish, Change, or something else.

Agreement
The agreement concluded between the Parties for the provision of the Service.

Problem
An unknown cause of one or more Incidents.

Problem Management
Dealing in a structured manner with the bundling of Incidents and the proactive prevention of Problems.

Reporting
Periodic reporting with an overview of the availability provided by the Client and any relevant work performed under this SLA during that relevant period.

Response Time
The time between (i) the moment the Client has received a report of an Incident and (ii) the moment the Client responds to the Client regarding this.

Service Levels
The level of service provision regarding the provision of Maintenance, Support, and offering Actual Availability as described in the SLA.

SLA
This Service Level Agreement.

Support
Support activities such as answering questions about the Service and performing minor configuration actions in the Service that do not entail Changes; is divided into First, Second, and Third-line support (see also Appendix A for more explanation).

First-line Support
Support at a basic level. The first-line team (also known as Support desk) takes action the moment it is contacted regarding a Notification. It is responsible for:
  • Registration of the Notification.
  • Qualification of the Notification (What is the type of Notification, priority, etc.).
  • Distribution of the Notification: immediate resolution by themselves or escalation to Second or Third-line support.
  • For Problems: Problem management.
  • For Incidents: Incident management.

Second-line Support
Support at a more advanced level. The second-line team processes a Notification when it is assigned to it by First-line support. If necessary, Third-line support is engaged to perform (part of) the work.

Third-line Support
Support at the most advanced level. The third-line team handles Incidents or Changes that cannot be resolved by First or Second-line support. This normally involves the cooperation of employees of suppliers and partners.

Update
Generic modification(s) and/or addition(s) to the Service.

Request for Change
Request for change or wish.

Question
Request for information about the operation of the Service.

Wish
Request for an Update.

Working Days
From 8:30 AM to 5:30 PM (Central European Time), Monday through Friday, with the exception of recognized and official public holidays in the Netherlands. These may vary annually.

Change
Modification(s) in (parts of) the Service agreed upon between the Parties.
Article 1. Applicability
  1. The Agreement applies to this SLA.
  2. If provisions of the SLA prove to be in conflict with a provision of the Agreement, general terms and conditions, and/or other documents, the content of the SLA shall prevail with regard to the Service Levels to be delivered by MedGuide and the associated remedies (regardless of the ranking order stated in other documents). This can only be deviated from explicitly and in writing. MedGuide is never liable for damages due to not achieving the Service Levels.
  3. MedGuide will make every effort to perform the Service Levels in accordance with this SLA.
  4. The Client will provide all cooperation requested by MedGuide to enable MedGuide to provide the Service Levels agreed upon in this SLA, including the timely, complete, and truthful delivery of information deemed necessary or desirable by MedGuide and the temporary suspension of the use of the Service by the Client if this is necessary or desirable in the opinion of MedGuide.
  5. In the absence of the requested cooperation, MedGuide may suspend or limit the provision of the Service Levels.
  6. MedGuide cannot be obliged to provide Service Levels with regard to software or hardware that was not supplied to the Client by MedGuide itself.
  7. The provision of Service Levels by MedGuide does not affect the Client's own responsibility for the management of the Service, including checking the settings and using the Service in accordance with the regulations of MedGuide and applicable laws and regulations.
  8. The data of MedGuide shall be leading, subject to proof to the contrary by the Client.
  9. MedGuide does not guarantee that the Service will function properly in conjunction with all types of software, web browsers, or equipment, and may attach certain conditions and costs to this. The Client must ensure that the web browser is supported by its own supplier and that it connects to and is supported by the Service. This is a requirement for the provision of services by MedGuide. If a version of the Client's web browser is no longer supported by its own supplier or does not connect to the Service, this will result in customization for MedGuide. In such a case, MedGuide is entitled to charge the costs associated with this in accordance with Article 8. If an outdated web browser version of the Client causes a malfunction, this will never be borne by MedGuide. The specific requirements regarding the web browser, software, etc., will be made known by MedGuide in more detail.
Article 2. Data delivery
  1. The import format agreed between the Parties is fixed after the first test file has been aligned. All subsequent uploads must meet exactly the same parameters in areas including:
    • Format: CSV
    • Separator (preferably
Article 3. MedGuide Platform Availability
  1. MedGuide ensures the availability of the Service according to measurable criteria.
  2. MedGuide guarantees an Actual Availability of 98% per year on Working Days, excluding announced Constructive Maintenance.
    • This percentage is determined as follows:
    • DB = Actual Availability as a percentage
    • GB = Desired Availability in minutes for a specific year (depending on calendar and official public holidays)
    • G = Duration of Incident in minutes during Working Days
    • CO = Duration of Constructive Maintenance in minutes during Working Days DB = ((GB - ∑G) / (GB - ∑CO)) * 100%
  3. MedGuide takes care of the backup of data stored by the Client on MedGuide's infrastructure using the Service. All relevant data is stored once a day during the night at a backup location. This backup is stored for at least 7 days and at most up to the term as agreed in retention periods in the data processing agreement between the Client and the Client.
  4. Non-availability caused by force majeure or Constructive Maintenance is not considered an Incident in the calculation of the Actual Availability.
  5. In the event of a calamity with expected long-term outage of the Service, a switch will be made to another location where an environment can be set up within a few working days where the Service will be available. This location may have a lower speed than normal. A faster fallback to another location is available as an option against payment.
  6. In case of non-compliance with Article 3.2, in deviation from the Agreement (and the associated general terms and conditions) and/or other documents and the law, exclusively the remedies as determined in this article apply. MedGuide is never liable for damages if the Desired Availability is not achieved.
Article 4. Support desk availability and Response time
  1. MedGuide can be reached 365 days a year, 7 days a week, and 24 hours a day to report Incidents. Outside of Working Days, MedGuide can be reached via voicemail as mentioned in Article 4.6. For all other matters, in casu Questions, Wishes, and Changes, availability applies during office hours on Working Days from 08:30 AM to 05:30 PM.
    Type of supportViaComments
    Telephone+31 (0)20 261 38 64During Working Days, the phone is answered during office hours (from 08:30 AM to 05:30 PM); outside office hours on Working Days and outside Working Days, you are requested to leave a voicemail message.
    Emailsupport@themedguidecompany.comEmails are read and answered on Working Days during office hours (from 08:30 AM to 05:30 PM).
  2. MedGuide can be reached in the following ways:
    • The primary contact method for Incidents and urgent Questions is by telephone. In this case, the Support desk may still request that information be provided by email.
    • The contact method for other Questions, Wishes, and Changes is by email.
  3. Incident handling (First-line support) has a Response Time of less than 4 hours during Working Days.
  4. Outside of Working Days, MedGuide can be reached via voicemail. This will be listened to within 4 hours. MedGuide can be reached by email during office hours on Working Days (from 08:30 AM to 05:30 PM).
  5. Support is provided in the following languages: Dutch and English.
  6. The Support desk has a digital application for the registration, progress, and reporting of Notifications.
Article 5. Corrective Maintenance
  1. If the Client detects an Incident, the Client will first attempt to resolve the possible Incident themselves. If the Client does not find a solution, they will report the Incident to MedGuide as described in Article 4.3. If the Incident (appears to be) related to another Incident or has perhaps come to light previously, the Client will report this to MedGuide.
  2. If MedGuide detects an Incident or if an Incident has been reported by the Client, MedGuide will make every effort to process it as soon as possible and assign a priority level to it. If the Client has indicated a priority themselves when reporting the Incident, MedGuide will adopt it if MedGuide believes that this priority classification is correct. MedGuide ultimately has the decisive say over which priority is assigned to the Incident.
  3. The following priority classification is used:
    PriorityIndication of start of recoveryComments
    Critical98% of cases within 4 hours during Working DaysThis concerns matters such as:
    The Service is completely unusable for users.
    High98% of cases within 16 hours during Working DaysThis concerns matters such as:
    A certain functionality of the Service is no longer available to users.
    Low98% of cases within 40 hours during Working DaysThis concerns matters such as:
    The user does not experience immediate problems with the Service, but there is a problem in the display of one or more functionalities of the Service.
  4. The indicated Recovery Times are indicative and no rights can be derived from them. This concerns an obligation of effort and explicitly not an obligation of result. MedGuide is never liable for damages if the Recovery Times are exceeded.
  5. MedGuide will inform the Client as soon as the Incident is taken up. If possible, MedGuide will indicate what the potential Problem could be and provide an estimate of when MedGuide expects the Problem could be resolved.
  6. As soon as MedGuide has resolved the Incident, it will report its feedback to the Client, including the cause and solutions, and possibly the precise Problems and solutions. The Incident is considered resolved as soon as MedGuide has informed the Client thereof.
  7. If the Client is of the opinion that the Incident has not yet been (completely) resolved, they will provide a response to an existing Notification, so that all communication about the Incident remains centered in one place.
  8. If the Client is of the opinion that the incident handling is not proceeding in accordance with the response and recovery time, the Client may contact an employee designated for this purpose in the Agreement or the management of MedGuide.
  9. Both the Client and MedGuide can report (in writing) to the other party that there is a Problem that requires further analysis and may result in a Request for Change.
Article 6. Constructive Maintenance
  1. MedGuide may perform Constructive Maintenance on its own initiative. The Client's right of use relates to the version of the Service made available by MedGuide.
  2. MedGuide will make every effort to apply the following working method when executing Constructive Maintenance:
    • Constructive Maintenance is scheduled as far in advance as possible.
    • The activities for Constructive Maintenance are scheduled in such a way that the Client experiences as little hindrance as possible. If hindrance is nevertheless expected, the Client will be informed of this as far in advance as possible, but no later than 5 Working Days in advance.
  3. If a Problem arises during Constructive Maintenance, the Service Levels as set out in Articles 4 and 5 apply to its correction.
  4. MedGuide may require the Client to adjust its hardware, software, IT infrastructure, and the like, or to temporarily cease its use if this is necessary for Constructive Maintenance on the Service.
  5. MedGuide is not obliged to maintain, change, or add specific functionalities for the Client during Constructive Maintenance.
  6. MedGuide is never liable for damages if the Service is unavailable due to Constructive Maintenance.
Article 7. Changes
  1. The Client may request MedGuide to implement a Change in the Service. Change requests shall be submitted by email to the Support desk.
  2. In specific situations, MedGuide is entitled to refuse a request for a Change. These situations include, among others (but not exclusively), the situation where executing the Change may have an (adverse) effect on the functionality of the Service or compatibility with the Service, the situation that falls outside the scope of the Agreement and/or SLA, and the situation where it concerns changes or additions made to the Service by or on behalf of the Client.
  3. The Client is free, and even encouraged, to also submit desired Changes in the Service to MedGuide which it does not wish to pay for. This type of Change is classified as a Wish and not as a Change. MedGuide makes every effort to review Wishes at least once a quarter and potentially add them to its development roadmap. No explicit Service Levels apply to Wishes.
  4. The Parties will make every effort to apply the following working method when executing a Request for Change:
    • When this is not clear in advance, MedGuide determines, in consultation with the Client, whether a Request for Change is a Wish or a Change.
    • As soon as it is determined that a Request for Change is a Change, MedGuide will pick up the execution. To this end, a Blueprint (Functional Design), a Risk/Impact assessment, and a cost indication will be communicated in an offer to the Client, so that both MedGuide and the Client know what is expected. MedGuide aims to submit this to the Client within 4 weeks.
    • After approval of the offer by the Client, the Change will be implemented by MedGuide. The start date and duration thereof are entirely dependent on what has been agreed for this Offer. The agreed planning never includes strict deadlines.
    • As soon as the Change has been executed, MedGuide will leave a notification for the Client stating that the acceptance procedure can be completed for the specific Request for Change.
    • The Client will go through the acceptance procedure by testing the Change to assess whether it meets the functional specifications agreed between the Parties.
    • The Client will indicate in writing within five (5) Working Days after the notification by MedGuide whether the Change is accepted, failing which the Change shall be deemed accepted from that moment on. The Client is only entitled not to accept the Change if it fails to meet the agreed functional specifications on non-minor points. Acceptance may not be refused based on a purely subjective assessment, such as aesthetic aspects.
Article 8. Rates
  1. MedGuide distinguishes between Support and Consultancy. See appendix I for an explanation and examples of Support and Consultancy.
  2. In the event that Consultancy is provided, these activities will be settled on the basis of an applicable hourly rate. This will always be discussed and agreed with the Client in advance.
  3. For support activities, MedGuide applies the following rates, which may be adjusted annually.
    Type of supportHourly rate (2026 Price level)
    First-line support€ 80.-
    Second-line support€ 110.-
    Third-line supportOn (subsequent) calculation
  4. For work outside office hours (from 08:30 AM to 05:30 PM) during Working Days and outside Working Days, a surcharge of 50% applies to the mentioned rates.
  5. The mentioned rates are exclusive of VAT.
  6. Invoicing takes place monthly in arrears.
  7. MedGuide is entitled to increase the rates annually as of the contract date.
Article 9. Communication
  1. At the request of either Party, the Parties will consult on the Service Levels and the associated planning.
  2. The Parties will schedule an evaluation if either Party deems it necessary, in which the following aspects, among others, will be discussed:
    • Achieved Actual Availability;
    • Work performed;
    • Number of booked hours in relation to the result;
    • Communication between MedGuide and the Client.
  3. Complaints regarding the delivered Service shall be sent by an authorized employee of the Client to 'complaints@themedguidecompany.com', whereby the complaint will be handled in accordance with MedGuide's complaints procedure. The complaints procedure is available upon request.
Article 10. Reporting
  1. The Client can obtain insight through the periodic Reporting of MedGuide into which Actual Availability has been achieved and which activities have been performed for the purpose of providing the Service Levels. The content of these Reports shall be leading and accepted, unless the Client objects to the substance thereof within one (1) week after receipt of a Report.
  2. The Report is made available to the Client by MedGuide. Requests to this end can be submitted to the Support desk via email, stating the information that one wishes to receive.
Article 11. Scope
  1. The Service Levels indicated in this document do not apply to the rectification of defects or imperfections that cannot be classified as Incidents and/or are the result of or related to the following:
    • User errors or improper use of the Service by the Client, which also includes errors in the Client's own material.
    • Modification of or additions to the Service other than by or on behalf of MedGuide.
    • The use of the Service in violation of the applicable conditions or in violation of the instructions of MedGuide.
    • Changes in or Incidents, defects, or imperfections in hardware or software other than those covered under the Agreement and/or SLA.
    • The unavailability of the Service at the Client's own request and/or the unavailability of the Application during requested work.
    • If MedGuide, when determining or isolating the Problem or the Incident, requires assistance from the Client, which the Client for any reason whatsoever cannot provide, cannot provide fully or timely, or not to the satisfaction of MedGuide.
    • Unjustified, incorrect, or incomplete Notifications by the Client.
    • Failure of integrations and web services other than on the part of MedGuide.
    • Failure of Single Sign On (SSO) connections other than on the part of MedGuide.
    • Defects or imperfections in matters that do not fall within the Service.
    • Other causes not attributable to MedGuide, including but not limited to force majeure.
  2. If MedGuide performs work in connection with situations as described in Article 11.1, MedGuide may charge the costs of that work in accordance with its usual rates from the SLA, and the Client is obliged to pay this compensation.
  3. MedGuide is always entitled to choose to omit the rectification of Incidents and to replace the Service with other, similar, but not necessarily identical (components of) software.
  4. The provisions and Service Levels included in the SLA are also not valid during calamities, at the discretion of MedGuide, and predefined and agreed periods during which major Changes are made to the Application.
  5. MedGuide is never obliged to recover or reconstruct lost, corrupt, or mutilated data.
  6. For the use of any staging, test, and demo environments as part of the Service, best-effort applies as an indication of Response Time. This means there is no guaranteed Response Time for Incidents reported for staging, test, and demo environments. The other Service Levels from this SLA do not apply in these situations.
  7. The management of user data is not the responsibility of MedGuide, unless separate agreements have been explicitly made in this regard. To the extent that MedGuide processes data for the purpose of onward supply to third parties for MedGuide's own purposes, as regulated in Article 2 of the Data Processing Agreement and Article 9 of the General Terms and Conditions, MedGuide is independently responsible for that specific processing within the meaning of the applicable data protection legislation. This SLA solely regulates the service levels for the primary service and does not relate to the onward supply activity.
  8. For data processed for the purpose of onward supply to third parties in accordance with Article 2 of the Data Processing Agreement, MedGuide applies additional security measures in accordance with the state of the art at that time for anonymization and pseudonymization techniques. A suspicion of re-identification of onward-supplied data will be treated as a security incident.
  9. The Client has the right, subject to a reasonable notice period, to request documentation on the anonymization or pseudonymization methodology that MedGuide applies to data supplied onward to third parties, as well as on the categories of recipients of this data.
Article 12. Duration and termination
  1. The SLA takes effect at the moment it is signed by the Parties and forms an integral part of the Agreement.
  2. The SLA is entered into for the duration of the Agreement. At the moment the Agreement is terminated in any way, the SLA ends by operation of law.
  3. MedGuide is entitled to modify the content of the SLA annually.
Article 13. Final provisions
  1. Dutch law applies to the SLA.
  2. The competent court is the court that has jurisdiction based on the Agreement concluded between the Parties.

Appendices

Appendix I. Relevant Certifications
For the internal control of quality and service, MedGuide has developed a quality management system. The quality management system, recorded in the quality manual, ensures that quality is maintained and processes are anchored.

To be able to guarantee internal control, internal and external audits are performed on this management system. These external audits manifest in an ISO 27001 and NEN 7510 certification, the standard for information security in healthcare.
Appendix II. Description of measures taken to promote availability
This overview describes (in part) the measures MedGuide takes to maximize the availability of its services.
  1. The server infrastructure for the Application is housed with a professional and certified hosting provider. This provider ensures, among other things:
    • Infrastructure architecture.
    • Market-standard equipment, network, and (OS-level) software.
    • Market-standard (proactive) management of equipment, network, and (OS-level) software.
    • Market-standard (physical) security of equipment, network, and (OS-level) software.
    • Continuous monitoring of the infrastructure and corresponding corrective action.
    • Backup(s).
    • Documentation of equipment and network.
  2. The application infrastructure is housed with various professional development partners. These ensure, among other things:
    • Application architecture.
    • Knowledge and experience for implementing the application with due regard for functionality, user experience, performance, and security.
    • Innovation in the areas of functionality, user experience, performance, and security.
    • Monitoring of relevant application parameters.
    • Knowledge and experience for supporting complex data manipulation, reporting, and business intelligence.
    • Knowledge and experience in building interfacing with third-party systems.
    • Documentation.
  3. The security of the Service is further guaranteed by periodic tests in the area of penetration and vulnerability tests.
  4. Management and operations are secured within MedGuide's own internal organization through its trained and experienced Support desk and Consultancy teams. The processes according to which these teams work are secured in accordance with various relevant certifications.
Remarks:
  • This overview is intended for informational purposes. No rights can be derived from it.
  • The mentioned measures can be adjusted by MedGuide at any time without (prior) notice.

This document was last updated on July 15, 2026.