SERVICE LEVEL AGREEMENT (SLA)
This Service Level Agreement(SLA) between the Provider & Customer governs the use of the Platform under the provisions of the Agreement.
1.1 In this Service Level Agreement
"New Functionality" means new functionality that is introduced to the Platform by an Upgrade; and
"Protected Functionality" means advanced search functionality that must not be impaired by any Upgrade.
“Service Credit” means a credit denominated in the billed currency, calculated as set forth below, which may be credited back to a Customer account.
1.2 References in this Schedule to Paragraphs are to the paragraphs of this Schedule, unless otherwise stated.
2.1 The Provider will make available an online helpdesk facility for the purposes of:
a. assisting the Customer with the configuration of the Platform and the integration of the Platform with the Customer's other systems;
b. assisting the Customer with the proper use of the Platform; and/or
c. determining the causes of errors and fixing errors in the Platform.
2.2 Subject to Paragraph 2.3, the Customer must make all requests for Support Services through the helpdesk.
2.3 The Provider will use all reasonable endeavours to ensure that a member of its support staff can be reached outside Business Hours in the case of an emergency.
3. RESPONSE AND RESOLUTION TIMES
3.1 The Provider will:
a. use all reasonable endeavours to respond to requests for Support Services made through the helpdesk in accordance with the following response time matrix; and
b. use all reasonable endeavours to resolve issues raised by the Customer, in accordance with the following response time matrix.
Severity Examples Response time Resolution time
Critical The Platform hosting is not available.
3 Hours 48 Hours
Serious Data is not available, or Platform feature not functioning.
5 Hours 72 Hours
Moderate Activity undertaken by user in error and requires support.
24 Hours 5 Days
Minor User is unclear how to use the Platform 48 Hours 5 Days
3.2 The Provider will determine, acting reasonably, in to which severity category an issue raised through the Support Services falls.
3.3 All Support Services will be provided remotely unless expressly agreed otherwise by the Provider.
4. LIMITS ON SUPPORT SERVICES
4.1 Where the total person-hours spent by the Provider performing the Support Services under Paragraphs 2 and 3 (Moderate or Minor Severity only) during any period exceed 20 Minutes, then:
a. the Provider will cease to have an obligation to provide those Support Services to the Customer during that period; providing that
b. the Provider may agree to provide additional such Support Services to the Customer during that period, but the provision of such services will be subject to payment by the Customer of additional Charges at the Provider's standard hourly rates from time to time.
4.2 The Provider shall have no obligation under this Service Level Agreement to provide Support Services in respect of any fault or error caused by:
a. the improper use of the Platform; or
b. the use of the Platform otherwise than in accordance with the Documentation.
5.1 The Customer acknowledges that from time to time during the Term the Provider may apply Upgrades to the Platform, and that such Upgrades may, subject to Paragraph 5.2, result in changes to the appearance and/or functionality of the Platform.
5.2 No Upgrade shall disable, delete or significantly impair the Protected Functionality.
5.3 The Provider will give to the Customer reasonable prior written notice of the application of any significant Upgrade to the Platform.
5.4 The Customer shall not be subject to any additional Charges arising out of the application of the Upgrade save where:
a. the Upgrade introduces New Functionality to the Platform;
b. that New Functionality does not serve the same purpose as legacy functionality that ceases or has ceased to be available as a result of any Upgrade;
c. access to or use of the New Functionality is chargeable to the Customers of the Provider using the Platform generally; and
d. any decision by the Customer not to pay the Charges for the New Functionality will not prejudice the Customer's access to and use of the rest of the Platform.
6. 99.9% UPTIME COMMITMENT
6.1 The Provider will use reasonable endeavours to make the Platform available with a Monthly Uptime Percentage of 99.9% during a calendar month (the “Uptime Commitment”) subject to Paragraph 8 & Paragraph 9. In the event Provider does not meet the Uptime Commitment, Customer will be eligible to receive a Service Credit.
6.2 Service Credits are calculated as a percentage of the total charges due on your Services Invoice for the monthly licence fee in which the Uptime Commitment was not met, applied proportionally to the Services in accordance with the schedule below:
6.1.1 For a calendar month in which the Uptime Commitment percentage was less than 99.9% but equal to or greater than 99.0% Customer will be eligible for a Service Credit of 15% against the billed monthly licence fee.
6.1.2 For a calendar month in which the Uptime Commitment percentage was less than 99.0% Customer will be eligible for a Service Credit of 40% against the billed monthly licence fee.
6.1.3 Provider will apply any Service Credits only against future payments for the Services otherwise due from Customer. Service Credits will not entitle Customer to any refund or other payment from Provider. Service Credits may not be transferred or applied to any other account.
6.3 Unless otherwise provided in the Agreement, Customer sole and exclusive remedy for any unavailability, non-performance, or other failure by Provider in supplying the Services is the receipt of a Service Credit in accordance with this Service Level Agreement.
6.4 To obtain a Service Credit, Customer must submit a claim by emailing: email@example.com . To be eligible the credit request must be received by Provider within 14 days of the claimed incident & must include:
• email title of SLA Credit Request;
• the dates & times of each claimed failure of Provider to meet the Uptime Commitment;
• the Agreement number;
• documented evidence that corroborate your claim.
If the monthly uptime percentage relating to the claim is confirmed by Provider and is less than the Uptime Commitment, then Provider will issue Customer a Service Credit. If the above criteria is not met by Customer, Customer in ineligible to receive a Service Credit.
7. BACK-UP AND RESTORATION
7.1 Subject to Paragraph 7.2, the Provider will:
a. make local back-ups of the Customer Materials stored on the Platform on a daily basis, and will retain such back-ups for at least 35 days.
7.2 In the event of the loss of, or corruption of, Customer Materials stored on the Platform being notified by the Customer to the Provider under Paragraph 2, the Provider shall if so directed by the Customer use all reasonable endeavours promptly to restore the Customer Materials from the most recent available back-up copy.
7.3 In the event the Customer makes an error in its use of the Platform and requires the Provider to recover a back-up to reinstate the Customer Materials prior to the error, then the provision of such services will be subject to payment by the Customer of additional Charges at the Provider's standard hourly rates from time to time.
8. SCHEDULED MAINTENANCE
8.1 The Provider may suspend access to the Platform to carry out Scheduled maintenance, such maintenance to be carried out outside Business Hours.
8.2 The Provider must give to the Customer at least 3 days' written notice of Schedule maintenance, including full details of the expected Platform downtime.
8.3 Platform downtime during Scheduled maintenance carried out by the Provider in accordance with this Paragraph 8 shall not be counted as downtime for the purposes of Paragraph 6.
9.0 UPTIME COMMITMENT EXCLUSIONS
The Uptime Commitment does not apply to any unavailability, suspension or termination of the Services that:
• are the result of Termination or any other applicable causes defined within the Agreement;
• caused by factor outside Providers reasonable control, including any Force Majeure event, internet access or Microsoft Azure provisions & services;
• that result from any action or inaction of the Customer; and
• that result from equipment, software or other technology that is outside the control of Provider.