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Service Level Agreement

Parties:

The MedGuide Company B.V., registered in the Trade Register of the Chamber of Commerce under number 76091465, having its registered office and place of business at (1013 AP) Amsterdam at Danzigerkade 227 B (hereinafter referred to as MedGuide or Service Provider), legally represented herein by its managing 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: Service Recipient);

hereinafter collectively referred to as Parties and individually as Party.

Considering that:
MedGuide provides the Service (as defined below) to the Service Recipient, about which Parties have made agreements in the Agreement (as defined below);

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

Parties have agreed as follows:

Definitions

In addition to and notwithstanding the definitions in the Agreement, the following definitions are used in this SLA, in both singular and plural forms:

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

Constructive Maintenance
Maintenance performed by the Service Provider consisting of the launch of Updates.

Consultancy
Paid supporting activities such as providing (technical) advice and implementing Changes (see Appendix A for further explanation).

Corrective Maintenance
Maintenance performed by the Service Provider consisting of efforts to resolve occurring Incidents.

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

Service
The service provided by the Service Provider to the Service Recipient, as described in the Agreement.

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

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

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

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

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

Agreement
The agreement concluded between Parties for the purpose of delivering the Service.

Problem
An unknown cause of one or more Incidents.

Problem Management
Dealing with the bundling of Incidents in a structured manner and proactively preventing Problems.

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

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

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

SLA
The present Service Level Agreement.

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

First-line Support
Support at a basic level. The first-line team (also called the Support desk) comes into action when contacted regarding a Report. It is responsible for:
  • Registration of the Report.
  • Qualification of the Report (What is the type of Report, priority, etc.).
  • Distribution of the Report: resolving directly or escalating 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 takes a Report into handling when it is assigned to them by First-line support. If necessary, Third-line support is engaged to carry out (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 from suppliers and partners.

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

Request for Change
Request for change or wish.

Question
Request for information regarding the operation of the Service.

Wish
Request for an Update.

Business Days
From 8:30 to 17:30 (Central European Time), Monday through Friday, excluding officially recognized public holidays in the Netherlands. These may vary annually.

Change
Adjustment(s) in (parts of) the Service agreed upon between 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 regarding the Service Levels to be provided by MedGuide and associated remedies (regardless of the order of precedence stated in other documents). This can only be deviated from expressly and in writing. MedGuide is never liable for damages due to failure to achieve the Service Levels.
  3. MedGuide will endeavor to perform the Service Levels in accordance with this SLA.
  4. The Service Recipient shall provide all cooperation requested by MedGuide to enable MedGuide to provide the Service Levels agreed in this SLA, including the timely, complete, and truthful provision of information deemed necessary or desirable by MedGuide and the temporary suspension of use of the Service by the Service Recipient if, in MedGuide's opinion, this is necessary or desirable.
  5. In the absence of the required cooperation, MedGuide may suspend or limit the provision of Service Levels.
  6. MedGuide cannot be obliged to provide Service Levels regarding software or hardware that was not delivered to the Service Recipient by MedGuide itself.
  7. The provision of Service Levels by MedGuide does not affect the Service Recipient's own responsibility for the management of the Service, including checking settings and using the Service in accordance with MedGuide's instructions and applicable laws and regulations.
  8. MedGuide's data is leading, subject to evidence to the contrary from the Service Recipient.
  9. MedGuide does not guarantee that the Service functions properly in conjunction with all types of software, web browsers, or equipment and may attach certain conditions and costs to this. The Service Recipient 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 service provision by MedGuide. If a version of the Service Recipient's web browser is no longer supported by its own supplier or does not align with the Service, this will result in custom work for MedGuide. In such a case, MedGuide is entitled to charge the associated costs in accordance with Article 8. If an outdated web browser version of the Service Recipient causes a malfunction, this shall never be at MedGuide's expense. The specific requirements regarding the web browser, software, etc., will be further disclosed by MedGuide.

Article 2. Data Submission

  1. The import format agreed between Parties is fixed after the first test file has been coordinated. All subsequent uploads must meet exactly the same parameters regarding, among other things:
    • Format: CSV
    • Separator (preferably |)
    • String delimiter (preferably ")
    • Encoding (standard UTF-8 with BOM)
    • Column layout and names (note case sensitivity)
    • Field formats and lengths
  2. The Service Recipient is responsible for compliance with the provisions of Article 2.1. Importing and processing Files is an automated process. Processing takes place in accordance with a schedule previously disclosed by MedGuide. The Service Recipient is responsible for the timely placement of import files and for the quality of the submitted data. The Service Recipient always guarantees the accuracy of the submitted data (regardless of the method of submission). If problems arise or adjustments must be made due to late or incorrect submission, deviations in the import of files, or submission of incorrect data, all resulting damage and costs are at the risk and expense of the Service Recipient. MedGuide is never liable for damages in such a case. All necessary Corrective Maintenance will be charged to the Service Recipient in accordance with the rates in the SLA, and the Service Levels included in the SLA do not apply to this.

Article 3. Availability of the MedGuide Platform

  1. MedGuide ensures the availability of the Service according to measurable criteria.
  2. MedGuide guarantees an Actual Availability of 98% per year on Business 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 the calendar and public holidays)
    • G = Duration of Incident in minutes during Business Days
    • CO = Duration of Constructive Maintenance in minutes during Business Days DB = ((GB - ∑G) / (GB - ∑CO)) * 100%
  3. MedGuide provides the backup of data stored on MedGuide's infrastructure using the Service. All relevant data is stored once daily during the night at a backup location. This backup is kept for at least 7 days and at most until the term agreed upon in the retention periods in the data processing agreement between the Service Provider and the Service Recipient.
  4. Non-Availability arising from force majeure or Constructive Maintenance is not considered an Incident in the calculation of Actual Availability.
  5. In the event of a calamity with expected long-term failure of the Service, a failover will be made to another location where an environment can be set up within a few business days where the Service will be available. This location may have a lower speed than normal. For a fee, a faster failover to another location is possible.
  6. In case of failure to comply with Article 3.2, in deviation from the Agreement (and associated general terms and conditions) and/or other documents and the law, only the remedies 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 is available 365 days a year, 7 days a week, and 24 hours a day for reporting Incidents. Outside of Business Days, MedGuide is reachable via voicemail as mentioned in Article 4.6. For all other matters, namely Questions, Wishes, and Changes, availability applies during office hours on Business Days from 08:30 to 17:30.
    Type of supportViaRemarks
    Phone+31 (0)20 261 38 64During Business Days the phone is answered during office hours (from 08:30 to 17:30); outside office hours on Business Days and outside Business Days, callers are asked to leave a voicemail message.
    Emailsupport@themedguidecompany.comEmail is read and answered on Business Days during office hours (from 08:30 to 17:30).
  2. MedGuide is reachable in the following ways:
    • The primary contact method for Incidents and urgent Questions is by telephone. The Support desk may still request that information be provided via email.
    • The contact method for other Questions, Wishes, and Changes is via email.
  3. Incident handling (First-line support) has a Response Time of less than 4 hours during Business Days.
  4. MedGuide is reachable via voicemail outside of Business Days. This will be listened to within 4 hours. Via email, MedGuide is reachable during office hours on Business Days (from 08:30 to 17:30).
  5. Support is provided in the following languages: Dutch and English.
  6. The Support desk has a digital application for registration, progress, and reporting of Reports.

Article 5. Corrective Maintenance

  1. If the Service Recipient identifies an Incident, the Service Recipient will first attempt to resolve the potential Incident itself. If the Service Recipient finds no solution, it will report the Incident to MedGuide as described in Article 4.3. If the Incident (appears to be) related to another Incident or may have already come to light previously, the Service Recipient will report this to MedGuide.
  2. If MedGuide identifies an Incident or if an Incident is reported by the Service Recipient, MedGuide will endeavor to process it as soon as possible and assign a priority level to it. If the Service Recipient has indicated a priority itself when reporting the Incident, MedGuide will adopt it if MedGuide believes this priority classification is correct. MedGuide ultimately has the decisive authority over which priority is assigned to the Incident.
  3. The following priority classification is used:
    PriorityIndicative start of recoveryRemarks
    Critical98% of cases within 4 hours during Business DaysThis concerns matters such as:
    The Service is entirely unusable for users.
    High98% of cases within 16 hours during Business DaysThis concerns matters such as:
    A particular functionality of the Service is no longer available to users.
    Low98% of cases within 40 hours during Business DaysThis concerns matters such as:
    The user does not directly experience problems with the Service, but there is a problem in the display of one or more functionalities of the Service.
  4. The stated 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 Service Recipient as soon as the Incident is taken up. If possible, MedGuide will indicate what the possible Problem might 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 Service Recipient, including the cause and solutions, and where possible the precise Problems and solutions. The Incident is considered resolved as soon as MedGuide has informed the Service Recipient thereof.
  7. If the Service Recipient is of the opinion that the Incident has not yet been (fully) resolved, it will respond to an existing Report, so that all communication regarding the Incident remains centered in one place.
  8. If the Service Recipient is of the opinion that the incident handling is not proceeding in accordance with the response and recovery time, the Service Recipient may contact a designated employee in the Agreement or the management of MedGuide.
  9. Both the Service Recipient and MedGuide may (in writing) report 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 Service Recipient's right of use pertains to the version of the Service made available by MedGuide.
  2. MedGuide will endeavor to use the following working method when performing 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 Service Recipient experiences as little inconvenience as possible. If inconvenience is nevertheless expected, the Service Recipient will be notified as far in advance as possible, but no later than 5 Business 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 Service Recipient to adjust its equipment, software, IT infrastructure, and the like, or to temporarily cease use thereof, if this is necessary for Constructive Maintenance of the Service.
  5. MedGuide is not obliged to maintain, change, or add specific functionalities for the Service Recipient during Constructive Maintenance.
  6. MedGuide is never liable for damages if the Service is unavailable due to Constructive Maintenance.

Article 7. Changes

  1. The Service Recipient may request MedGuide to implement a Change in the Service. Change requests are submitted to the Support desk via email.
  2. In specific situations, MedGuide is entitled to refuse a request for a Change. These situations include, among others (but not exclusively), situations where implementing the Change may have an (adverse) effect on the functionality of the Service or the compatibility with the Service, the situation falling outside the scope of the Agreement and/or SLA, and the situation involving changes or additions to the Service made by or on behalf of the Service Recipient.
  3. The Service Recipient is free, and this is even encouraged, to also submit desired Changes to the Service to MedGuide that it does not wish to bear the cost of. This type of Change is classified as a Wish and not as a Change. MedGuide endeavors to review Wishes at least once per quarter and potentially add them to its development roadmap. No explicit Service Levels apply to Wishes.
  4. Parties will endeavor to use the following working method when processing a Request for Change:
    • When not clear in advance, MedGuide determines in consultation with the Service Recipient whether a Request for Change is a Wish or a Change.
    • Once it is determined that a Request for Change is a Change, MedGuide will take up the execution. To this end, a Blueprint (FO), a Risk/Impact assessment, and a cost indication will be communicated in a proposal to the Service Recipient, so that both MedGuide and the Service Recipient know what is expected. MedGuide aims to present this to the Service Recipient within 4 weeks.
    • Upon approval of the proposal by the Service Recipient, the Change is implemented by MedGuide. The start date and duration thereof are entirely dependent on what has been agreed upon for this Proposal. The agreed schedule never includes strict deadlines.
    • Once the Change has been implemented, MedGuide will leave a notification for the Service Recipient that the acceptance procedure can be completed for the specific Request for Change.
    • The Service Recipient will complete the acceptance procedure by testing the Change, in order to assess whether it meets the functional specifications agreed between the Parties.
    • The Service Recipient will indicate in writing within five (5) Business Days of the notification by MedGuide whether the Change is accepted, failing which the Change will be deemed accepted from that point onwards. The Service Recipient is only entitled to reject 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 of providing Consultancy, these activities are settled based on an applicable hourly rate. This will always be discussed and agreed upon with the Service Recipient in advance.
  3. For support activities, MedGuide uses the following rates, which may be adjusted annually.
    Type of supportHourly Rate (Price Level 2026)
    First-line support€ 80,-
    Second-line support€ 110,-
    Third-line supportBased on (subsequent) calculation
  4. A surcharge of 50% on the stated rates applies to work performed outside office hours (from 08:30 to 17:30) on Business Days and outside Business Days.
  5. Stated rates are exclusive of VAT.
  6. Invoicing occurs monthly in arrears.
  7. MedGuide is entitled to increase the rates annually per contract date.

Article 9. Communication

  1. At the request of either Party, the Parties shall enter into consultation on the Service Levels and associated planning.
  2. Parties will, if one of the Parties deems it necessary, schedule an evaluation in which, among others, the following aspects are discussed:
    • Achieved Actual Availability;
    • Work performed;
    • Number of hours booked relative to the result;
    • Communication between MedGuide and the Service Recipient.
  3. Complaints regarding the Service provided shall be sent by an authorized employee of the Service Recipient to 'complaints@themedguidecompany.com', where the complaint will be handled in accordance with MedGuide's complaints procedure. The complaints procedure is available upon request.

Article 10. Reporting

  1. The Service Recipient can gain insight through MedGuide's periodic Reporting into what Actual Availability was achieved and what activities were performed for the provision of the Service Levels. The content of these Reports is leading and deemed accepted, unless the Service Recipient substantively objects to it within one (1) week of receiving a Report.
  2. The Reporting is made available by the Service Provider to the Service Recipient. Requests for this can be submitted to the Support desk via email, stating the information one wishes to receive.

Article 11. Scope

  1. The Service Levels specified in this document do not apply to the recovery of defects or imperfections that cannot be classified as Incidents and/or are the result of or are related to the following:
    • User errors or improper use of the Service by the Service Recipient, including errors in the Service Recipient's own material.
    • Changes or additions to the Service other than by or on behalf of MedGuide.
    • Use of the Service in violation of the applicable terms or in violation of MedGuide's instructions.
    • Changes in or Incidents, defects, or imperfections in equipment or software other than those covered under the Agreement and/or SLA.
    • The unavailability of the Service at the Service Recipient's own request and/or the unavailability of the Application during requested activities.
    • If MedGuide requires assistance from the Service Recipient in establishing or isolating the Problem or Incident, which the Service Recipient for whatever reason cannot provide, cannot provide fully or timely, or cannot provide to MedGuide's satisfaction.
    • Unjustified, incorrect, or incomplete Reports by the Service Recipient.
    • Failure of integrations and web services other than on MedGuide's side.
    • Failure of Single Sign On (SSO) connections other than on MedGuide's side.
    • Defects or imperfections in matters that fall outside 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 according to its usual rates from the SLA, and the Service Recipient is obliged to pay this compensation.
  3. MedGuide is always entitled to choose to omit the recovery 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 MedGuide's discretion, 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 no guaranteed Response Time on 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 (data) and content is not the responsibility of MedGuide, unless explicit separate agreements have been made about this in an Agreement.

Article 12. Duration and Termination

  1. The SLA enters into force at the moment it is signed by the Parties and forms an inseparable 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 adjust the content of the SLA annually.

Article 13. Final Provisions

  1. Dutch law applies to the SLA.
  2. The competent court is the court with 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 May 25, 2026.