HYPR Vision service agreement

This HYPR Vision Service Agreement - Resource Based (the "Service Agreement") governs resource-based HYPR Vision Services ordered from Observata Sweden AB ("Observata"). It is incorporated into the applicable Order Form and forms part of the parties' Governing Agreement. The applicable Service Description identifies the ordered HYPR Vision tier and its standard delivery model.

1 Scope and incorporation

1.1 Application. This Service Agreement applies to each Order Form that identifies HYPR Vision and incorporates the resource-based HYPR Vision Service Agreement. Capitalised terms not defined here have the meanings given in the Governing Agreement.

1.2 Service tier. The Order Form identifies the HYPR Vision tier purchased by Customer. The applicable Service Description defines the standard content and delivery model of that tier, including the division of operational responsibilities between Observata and Customer.

1.3 Commercial commitment. The Order Form states the Credit commitment, term, price, currency, billing and other transaction-specific commercial terms. It does not need to state a committed number of Observed Assets. Observed Asset inventory, classification and resulting Credit consumption are managed under this Service Agreement.

1.4 Related documents. The Governing Agreement controls general legal matters. The applicable Service Description controls tier-specific service content. The Support and Operational Services Policy governs support mechanics where incorporated. The DPA governs applicable processing of Personal Data.

2 Resource-based service model

2.1 Observed Asset model. HYPR Vision is measured by the Observed Assets actively included in the Service. An Observed Asset is a distinct physical, virtual or logical object monitored and reported as a coherent unit.

2.2 Resource Classes. Each Observed Asset is assigned to one Resource Class in accordance with Observata's applicable resource classification rules. The applicable Observata Pricing determines the Credit consumption rate for each Resource Class and Service tier.

2.3 Counting principle. The monitored object is counted, not the number of agents, integrations, dashboards, indices, data streams, metrics, log files, API calls or policies used to observe it. Distinct physical and logical objects may be counted separately where they are independently monitored and reported.

2.4 No fixed asset quantity. Customer may add or remove Observed Assets during the term, subject to technical feasibility, the ordered tier and available Credits. The Order Form does not create a fixed asset quantity unless it expressly states otherwise.

3 Asset activation and classification

3.1 Activation. An Observed Asset begins consuming Credits when it is actively onboarded, included within the Service scope and available for the applicable monitoring or service activities. An asset ceases ongoing consumption when it is removed from scope or deactivated from the Service.

3.2 Classification. Observata classifies Observed Assets using its then-applicable HYPR Vision resource classification rules. Customer will provide information reasonably required for correct classification and may request a review of a classification.

3.3 Reclassification. Observata may reasonably correct an asset classification after consultation with Customer. A correction applies prospectively from the correction date and is not retroactive except where the prior classification resulted from an obvious error or materially inaccurate information supplied by Customer.

3.4 Portal record. Observata may maintain the authoritative operational record of active Observed Assets, Resource Classes, activation status and Credit consumption through the Customer Portal or another reasonable service reporting mechanism. Customer should raise any material discrepancy promptly after it becomes visible.

4 Credit consumption

4.1 Credit basis. Customer purchases Credits under the Order Form. Credits are consumed by HYPR Vision according to the active Observed Assets, their Resource Classes and the Credit rate applicable to the ordered tier. Current rates are not fixed by this Service Agreement.

4.2 Monthly calculation. Credit consumption is calculated monthly. Assets activated or deactivated during a month are charged proportionately for the period during which they were active, using a reasonable daily or equivalent pro rata calculation.

4.3 Monthly Credit Baseline. For purposes of initial service activation, the Monthly Credit Baseline is the total Credits committed for the applicable commitment period divided by the number of months in that period, unless the Order Form expressly provides another baseline.

4.4 Reporting. Observata will provide reasonable visibility of active Observed Assets, classification, Credit consumption and remaining Credit balance through the Customer Portal or another available service reporting mechanism.

4.5 Credit shortfall. The OCU utilisation thresholds, cure period, limitation, suspension and restoration mechanics in the Governing Agreement apply to HYPR Vision. Where available Credits are expected to be insufficient for continued consumption, Observata may propose additional Credits, permitted pull-forward, reduction of the active Observed Asset scope or another agreed commercial action.

4.6 Service continuity priority. During an unresolved Credit shortfall, Observata may pause or restrict new Observed Asset onboarding, expansion of the monitored environment and non-critical change or improvement activities. Where reasonably practicable and safe, Observata will apply those measures before limiting core operational service activities included in the ordered HYPR Vision tier. This prioritisation does not require Observata to continue Services beyond the Customer’s funded entitlement where continued delivery would create material operational, security, legal, third-party or unrecovered cost exposure.

5 Initial implementation and service activation

5.1 Implementation included. Standard implementation and onboarding required to establish the ordered HYPR Vision Service are included in the Service unless the Order Form or a Project Specification identifies bespoke work outside the standard implementation scope. No separate implementation fee is required for standard implementation.

5.2 Progressive onboarding. Where HYPR Vision requires progressive onboarding of a new or expanded environment, monthly Credit consumption during the first three months from the Service Start Date is the greater of actual Credit consumption for active Observed Assets and seventy per cent (70%) of the Monthly Credit Baseline.

5.3 Observata-caused delay. The minimum consumption in clause 5.2 does not apply to the extent activation is materially delayed solely by Observata. Customer delay, missing access, unavailable prerequisites, change freezes, third-party dependencies or other circumstances outside Observata's reasonable control do not reduce the minimum consumption.

5.4 Existing operational environment. Where Observata assumes the applicable HYPR Vision service responsibility for an existing operational environment from the Service Start Date, one hundred per cent (100%) of the Monthly Credit Baseline applies from that date. This applies even where administrative migration, validation or transition activities continue after the Service Start Date.

5.5 Tier-neutral mechanism. The activation mechanics in this section apply to Assisted, Operated and Serviced. Because each tier has its own Credit consumption rates, the Monthly Credit Baseline and resulting activation consumption reflect the scope of responsibility associated with the ordered tier.

6 Service changes and lifecycle

6.1 Asset changes. Customer may request additions, removals or other reasonable changes to the observed environment through the Customer Portal, service desk or another agreed operational process. Credit consumption adjusts when the relevant asset is activated, deactivated or reclassified under this Service Agreement.

6.2 Tier changes. A change between Assisted, Operated and Serviced is a commercial change and requires an amended Order Form or other accepted commercial document. The applicable Service Description and Credit rates change accordingly.

6.3 Technical change. Observata may make reasonable technical or architectural changes required to operate, support, secure or evolve HYPR Vision, provided that the change does not materially and adversely reduce the committed standard content of the ordered Service during an active fixed term.

6.4 Lifecycle. Customer will maintain or permit the maintenance of supported versions, configurations, access and dependencies reasonably required for delivery. The applicable Service Description identifies which party is responsible for lifecycle execution for the ordered tier.

7 Support and operational governance

7.1 Support. Where HYPR Vision includes Technical Support or Operational Support, the Support and Operational Services Policy applies as incorporated for the Service. Technical Support availability and Operational Support coverage are governed by that Policy and the applicable Service Description.

7.2 Service Advisor. Where included in the ordered tier, a Service Advisor may coordinate service reviews, operational priorities, lifecycle planning, Credit utilisation, vendor coordination and continuous-improvement activities. The Service Advisor does not assume Customer decision-making authority unless expressly agreed.

7.3 Monitoring boundary. The scope of HYPR Vision monitoring is determined by the active Observed Assets, ordered tier and applicable Service Description. An available integration or accessible data source does not automatically become an Observed Asset or expand the ordered scope.

8 Customer responsibilities

8.1 Access and cooperation. Customer will provide timely access, information, permissions, personnel, approvals and supported technical prerequisites reasonably required to onboard and deliver the Service.

8.2 Customer-controlled components. Customer remains responsible for systems, infrastructure, applications, data, security decisions and operational activities that the applicable Service Description does not assign to Observata.

8.3 Accurate inventory. Customer will reasonably cooperate in maintaining accurate information about Observed Assets and will notify Observata of material changes that may affect classification, onboarding or Credit consumption.

8.4 Third-party rights. Customer will maintain licences, subscriptions, vendor support rights and permissions required for Customer-provided Third-Party Services unless the Order Form or Service Description expressly assigns them to Observata.

9 Third-party services and data

9.1 Third-party dependencies. HYPR Vision may depend on Third-Party Services. Provider roadmaps, licensing, lifecycle decisions, maintenance and service performance remain outside Observata's control, but Observata remains responsible for its own express commitments under the parties' agreement.

9.2 Licensing and platform components. The applicable Service Description and Order Form identify the material licensing, hosting or platform responsibilities associated with the ordered tier. Resource-based commercial measurement does not by itself determine which party supplies a Third-Party Service.

9.3 Service Usage Information. Observata may process asset inventory, classification, telemetry, capacity, consumption and related operational information as Service Usage Information for service delivery, reporting, billing, optimisation and governance, subject to the Governing Agreement and applicable DPA.

10 Term and relationship to other documents

10.1 Term. The Order Form governs the commitment term, renewal, Credit commitment and commercial payment obligations. The Governing Agreement governs suspension and termination rights. This Service Agreement does not create a separate termination or liability regime.

10.2 Precedence. The document precedence rules in the Governing Agreement apply. In functional terms, the Order Form controls transaction-specific commercial terms; this Service Agreement controls resource-based HYPR Vision mechanics; the applicable Service Description controls tier-specific content and responsibility; and the Governing Agreement controls general legal matters.

10.3 Version governance. A later version of this Service Agreement applies only to a new Order, Renewal Term or express amendment under the Governing Agreement. The current version continues during an active fixed term.

10.4 Published terms. The current standard version of this Service Agreement is made available through the HYPR Vision Legal Center at https://observata.com/legal/services/vision/. Historical versions remain retrievable where required for active Customer terms.