Service Level Agreement

1. Definitions

All terms defined in this SLA have the meaning set out in the Terms and Conditions, unless defined otherwisebelow.

"Availability ServiceLevel" has the meaning set out in section 2.1 of this SLA (and"Available" and "Availability" shall be construed accordingly).

"Bug" anunwanted or unintended property of the Service that can be reproduced and causes the Service to malfunction but does not affect the availability of the Service.

"Business Day" Mondayto Friday, excluding any US federal holiday.

"Business Hours" 9:00AM to 5:00 PM US Eastern Time on Business Days.

"Emergency Maintenance" maintenance, upgrades, Updates, repairs to hardware and software related to resolving immediate problems causing instability in the Services.

"Out of ScopeIssues" has the meaning set out in section 7 of this SLA.

"Incident" a malfunction of the Service which can be reproduced, is not a Bug, and whose root cause is found in the hosting service, network, hardware, or third-party software components.

"License Fees" the recurring license fees paid by the Customer in the Measurement Period during which the Availability Service Level was not met.

"Measurement Period" each year of the Term after go-live of the Service.

"Planned Maintenance" maintenance, upgrades, Updates, installation of newversions and repairs which are non-critical and not urgent, to hardware and software, as further described in section 5.3 below.

"Release" amodification in the functionality of the Services which results in a change inthe version number set out in the SLA, as further described in section 5.1below.

2. Hosting Service

2.1 Availability

The Company will use commercially reasonable measures in terms of redundancy, monitoring, andplatform management to make the Service available via the Internet 99.9% of thetime, 24 hours a day, 7 days a week during the Measurement Period, except during Planned Maintenance, and excluding unavailability caused by Out of Scope Issues ("Availability Service Level"). All Availability measurements shall be calculated by the Company.

2.2 Service Credits

If the Company fails to meet the Availability Service Level in any Measurement Period, the Company will credit the Customer (against the Company's next invoice issued after the relevant Measurement Period) a sum equal to the percentage of the License Fees indicated below that corresponds to the Availability of the Service during that Measurement Period ("Service Credits"):

Availability Service Credit (% of License Fees)
99.0% to 99.9% 2.5%
98.0% to 98.9% 5.0%
95.0% to 97.9% 7.5%
Below 95.0% 10.0%

Service Credits: (a) must be claimed by the Customer within 30 days of notification of the Customer's entitlement; (b) are not a refund and cannot be exchanged for a cash amount; (c) are capped at a maximum of 10% of the License Fees in any Measurement Period; (d) are subject to the Customer paying all outstanding invoices; (e) expire upon termination of the Agreement (such that where the Company has issued the final invoice for the Fees, no further Service Credit shall apply); and (f) are the Customer's sole and exclusive remedy for any failure by the Company to meet the Availability Service Level.

3. Support Services

In response to Bugs andIncidents reported to the Company's support center in accordance with section 3.3 below ("Reported" and "Report"), the Company will usecommercially reasonable efforts to respond to such Bugs and Incidents, except to the extent of Out of Scope Issues ("Support").

The Company may provide Support through remote access methods, and the Customer shall provide remote access tothe Customer's systems for the purposes of delivering such Support.

3.1 Scope of Support Services

Maintenance and support services shall not be provided for, or in respect of any, Out of Scope Issues.

3.2 Problem Notification

Bugs and Incidents must be reported to the Company’s support centre by email info@credentially.io or via the help desk tool available in the Services. The Company provides support services in English. The Customer will use its best efforts to provide sufficient information about the Bug or Incident and its effect to allow the Company to reproduce it (and as may beotherwise requested by the Company).

3.3 Problem Acknowledgment

Upon receipt of a Bug or Incident Report, the Company shall respond to the Customer via the help desktool or via email ("Response"), within the time frame set out insection 4.2 of this SLA as applicable, based on the severity allocated to the Bug or Incident by the Company, and type of problem. The Response shall specify the severity level and type of problem.

2.4 Support Hours

The Company offers Support forthe Services during Business Hours (9:00 AM to 5:00 PM US Eastern Time, Monday through Friday, excluding US federal holidays).

4. Problem Resolution

Reported Incidents and Bugs willbe dealt with in accordance with the level of severity allocated by the Company (in its sole discretion). The time frame in which Reported problems will beresolved will depend upon whether they are classified as a Bug or an Incident.

4.1 Problem Severity Classification

Severity Description
Critical A problem is classified as critical if the Service is not available, or a significant group of users cannot log in or if there appear to be serious performance or access problems across the entire product.
High A problem is classified as high if a single user is unable to perform their primary role due to the total failure or serious degradation of Service provided and no alternative resource is available.
Medium A problem is classified as medium if a key feature or service is unavailable, but the availability of the Service is not affected.
Low A problem is classified as low if there is any other problem that does not fall into another severity category.

4.2 Response and Target Resolution Times

The Company shall usecommercially reasonable efforts to acknowledge the Report of any Bug orIncident and commence identification of the cause and commence work on aresolution within the following timescales. All timescales commence following the Company's receipt of the Report and shall be calculated based on Business Hours. A resolution may include a temporary workaround (in which case apermanent resolution will be provided in the next Release, as defined insection 5 below).

Severity Response Time Bug Resolution Target Incident Resolution Target
Critical Within 15 minutes during Business Hours 2 Business Hours 2 Business Days
High Within 30 minutes during Business Hours 4 Business Hours 4 Business Days
Medium Within 1 Business Hour 3 Business Days Next Release
Low Within 1 Business Day 7 Business Days Next Two Releases

5. Maintenance Services

Nothing in this Agreement shall entitle the Customer to any new version of the software underlying the Service, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product ("New Product"). Any New Products must be ordered and paid for separately by the Customer by agreeing a new Order Form with the Company. Maintenance shall involve the Company from time to time providing and implementing within the System "Releases" and "Patches" (as defined below), each of which may include updates to relevant documentation:

5.1 Releases

Releases contain new or amended features (but will not constitute New Products) as made generally available in accordance with the Company's timetable for releasing new versions (as amendedfrom time to time, and available on request). There may be some need forconfiguration and additional user training in order to obtain the maximum benefit of the new features, in which event the Company shall notify the Customer, and such services may be provided as Extras (in accordance with, and subject to, clause 2.3 of the Terms and Conditions). Releases do not significantly impact the existing technical setup of the Customer or training materials. Releases are numbered as follows: 3.1.1, 3.2.1, 3.3.1, etc.

5.2 Patches

Patches provide bug fixes, performance, and SLA improvement. Such features and functionality do not impact the current configuration of the Customer, nor require additional training.

There are 2 categories of patches:

  • "Normal Patches" include fixes on medium orlow severity bugs, as well as a combination of change requests and small features. These patches are usually deployed weekly during the maintenance window.
  • "Emergency Patches" include fixes on issuesthat are determined to be urgent by the Company, or relate to high severitybugs, security threats, performance, or availability. Emergency patches are deployed as and when necessary.

Patches are deployed asdetermined by the Company to be required for all Customers of a given release. Releases (and Patches) may require enhancements to the Customer's system. The Company will advise the Customer if such enhancements are required. The Customeris responsible for procuring and implementing such enhancements.

5.3 Planned Maintenance

"Planned Maintenance" involves the Company providing Releases and Normal Patches to the Customer fromtime to time. The Company usually carries out Planned Maintenance in the maintenance windows set out below. If Planned Maintenance is to be performed outside of these windows, the Company shall give the Customer at least 48 hours' prior notice.

Release
Deployment window 4 hours
Deployment schedule Weekends or non-business hours (US Eastern Time)
Interruption of service Usually none or minimal interruption
Maximum interruption of service Up to 4 hours
Upfront Notice Period Not less than 48 hours if outside of the above deployment window and schedule

5.4 Emergency Maintenance

"Emergency Maintenance" usually comprises the provision of Emergency Patches by theCompany.

Emergency Patch
Deployment window 4 hours
Deployment schedule As required
Interruption of service Usually none
Maximum interruption of service Up to 4 hours
Upfront Notice Period Up to 48 hours

The Customer acknowledges that, during the provision of Planned Maintenance or Emergency Maintenance, theService may be unavailable.

6. Customer's Obligations

The Customer has the followingobligations under this SLA and the Agreement:

  • To provide access to a computer system capable ofrunning the TCP/IP network protocol and an Internet web browser that supports JavaScript.
  • To provide all suitable hardware and software and telecommunications equipment required for accessing the Service.
  • Responsibility for the network connection between the Company's hosting centers and the Customer's premises (backend) connection to a telecommunications network.
  • To inform the Company without delay of any problemswith the Service.
  • To purchase upgrades for its own software, ifnecessary, for the error-free operation of its own software with the Service.
  • To check its systems for the most commonly known wormsand viruses.
  • To have a current virus scanner installed for each Customer system accessing the Service.

7. Out of Scope Issues

The Company shall have noobligation to fix, resolve, or respond to (and shall not be liable for) anyerrors, Bugs, Incidents, or other problems, or any lack of availability of the Service, caused by any one or more of the following:

  • Breach of the Customer's obligations in section 6, or Customer's breach of the Terms and Conditions.
  • Use of services, hardware, or software not provided by the Company, including but not limited to issues resulting from inadequate bandwidth, unavailability of telecommunications, faults or omissions of ISPs, lack of connectivity, or other issues related to third-party software or services.
  • Use of the Service on a system not supported by the Company or specifically agreed in writing in the Agreement.
  • Interconnection of the Services with other software products not supplied by the Company except as expressly agreed in writing in the Agreement.
  • Any DNS issues not within the direct control of the Company, i.e. a fault on the Customer's network or own equipment configuration.
  • Problems or errors that occur while the Company is waiting for the Customer to provide information to enable it to rectify a faultor restore the Service.
  • Use of the Services after the Company advises the Customer to modify its use of the Services, if the Customer did not modify itsuse as advised.
  • The Customer's unauthorized action or lack of actionwhen required, or from its employees, agents, contractors, or vendors, or anyunauthorized person gaining access to the Company's or Customer's network bymeans of the Customer's passwords or equipment, or otherwise resulting from the Customer's failure to follow appropriate security practices.
  • The Customer's failure to adhere to any required configurations, Service documentation, use of supported platforms, follow any policies for acceptable use, or its use of the Services in a manner inconsistent with the features and functionality of the Service or inconsistent with the Company's published guidance.
  • Faults caused by the Customer's management or connection to the Service.
  • Faulty Customer Data or input, instructions, orarguments (for example, requests to access files that do not exist).
  • The Customer failing to take part in training offered by the Company necessary for use of the Service.
  • Attempts to perform operations that exceed prescribed quotas or that result from the Company's throttling of suspected abusive behavior.
  • Any Services not paid for at the time of the problem.
  • Force Majeure.
  • Modifications, alteration, or configuration of the Service by the Customer or a third party that has not been authorized by theCompany.
  • Problems occurring outside of the Company network and systems.
  • Problems which are not Bugs or Incidents.
  • Hacking, spamming, viruses, or other hostile computer programs where the Company has taken reasonable steps to avoid them, including use of up-to-date commercially available anti-hacking, anti-spamming, andanti-virus software

Credentially is a trading name of Appraise Me Ltd is a limited liability company registered in England and Wales with registered number 10098246. A list of the members is open to inspection at its registered office, 320d High Road, Benfleet, Essex, England, SS7 5HB. This document is confidential and may contain information that is privileged. If you are not the named recipient, or responsible for delivering the message to the named recipient, you must not use this document or its attachments in any manner. If you have received this document in error, please inform the sender and immediately delete this message. Our Privacy Policy explains our commitment to respecting data protection laws. You can read the full text about your rights as a data subject and our data privacy statement on our website at credentially.io/terms-policies/privacy-policy