All terms defined in this SLA shall have the meaning set out in the Terms and Conditions, unless defined otherwise below.
“Availability Service Level” has the meaning set out in section 1.1 of this SLA (and “Available” and “Availability”shall be construed accordingly).
“Bug” an unwanted or unintended property of the Service that can be reproduced and causes the Service to malfunction but does not affect the availability of theService;
“Business Day” Monday to Friday excluding any national holiday in the United Kingdom;
“Business Hours” 09:00 - 17.00 on Business Days;
“Emergency Maintenance” maintenance, upgrades, Updates, repairs to hardware and software related to resolving immediate problems causing in stability in the Services;
“Out of Scope Issues” has the meaning set out in section 6 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;
“Licence Fees” the recurring licence 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 From go-live of the Service;
“Planned Maintenance” maintenance, upgrades, Updates, installation of new versions and repairs which are non-critical and not urgent, to hardware and software, as further described in section 4.3 below;
“Release” a modification in the functionality of the Services which results in a change in the version number set out in the SLA, as further described in section 4.1 below.
1. Hosting Service
The Company will use commercially reasonable measures in terms of redundancy, monitoring and platform management to make the Service available via the Internet 99.9% of the time 24 hours a day 7 days a week during the Measurement Period, except during Planned Maintenance, and excluding unavailability caused by Out of ScopeIssues (“Availability Service Level”). All Availability measurements shall be calculated by the Company.
1.2 Service Credits
If the Company fails to meet the Availability Service Level in any Measurement Period, the Company will credit the Customer (against Company’s next invoice issued after the relevant Measurement Period) a sum which is equal to the percentage of the Licence Fees indicated below that corresponds to the Availability of the Service during that Measurement Period (“Service Credits”):
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 into a cash amount; (c) are capped at a maximum of 10% of the Licence 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.
2. Support Services
In response to Bugs and Incidents reported to the Company’s support centre in accordance with section 2.3 below (“Reported” and “Report”), the Company will use reasonable endeavours 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 to the Customer’s systems for the purposes of the delivery of such Support.
2.1 Scope of Support Services
Maintenance and support services shall not be provided for, or in respect of any, Out of Scope Issues.
2.2 Problem Notification
Bugs and Incidents must be reported to the Company’s support centre by email firstname.lastname@example.org or via the help desk tool available in the Services. The Company provides support services in English. The Customer will use its best endeavours to provide sufficient information about the Bug or Incident and its effect to allow the Company to reproduce it (and as may be otherwise requested by the Company).
2.3 Problem Acknowledgement
Upon receipt of a Bug or Incident Report, the Company shall respond to the Customer via the help desk tool or via email (“Response”), within the time frame set out in section 3.2 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 for the Services during Business Hours.
3. Problem Resolution
Reported Incidents and Bugs will be 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 be resolved will depend upon whether they are classified as a Bug or an Incident.
3.1 Problem Severity Classification
3.2 Response and Target Resolution Times
The Company shall use reasonable endeavours to acknowledge the Report of any Bug or Incident and commence identification of the cause and commence work on a resolution within the following timescales. All of such timescales commence following Company’s receipt of the Report, and shall be calculated based on Business Hours. A resolution may include a temporary workaround (in which case a permanent resolution will be provided in the next Release, as defined in section 4 below).
4. 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:
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 amended from time to time, and available on request). There may be some need for configuration and additional user training in order to obtain the maximum benefit of the new features, in which event Company shall notify 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.
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’ which include fixes on medium or low 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 issues that are determined to be urgent by the Company, or relate to high severity bugs, security threats, performance, or availability. Emergency patches are deployed as and when necessary.
Patches are deployed as determined by 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 Customer is responsible for procuring and implementing such enhancements.
4.3 Planned Maintenance
“Planned Maintenance” involves the Company providing Releases and Normal Patches to the Customer from time 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.
4.4 Emergency Maintenance
“Emergency Maintenance” usually comprises of the provision of Emergency Patches by the Company.
The Customer acknowledges that, during the provision of Planned Maintenance or Emergency Maintenance, the Service may be unavailable.
5. Customer’s Obligation
The Customer has the following obligations under this SLA and the Agreement:
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 centres and the Customer’s premises (backend) connection to a telecommunication network;
to inform the Company without delay of any problems with the Service;
to purchase upgrades for its own software, if necessary, for the error free operation of its own software with the Service;
to check its systems for the most commonly known worms and viruses;
to have a current virus scanner installed for each Customer system accessing the Service.
6. Out of Scope Issues
The Company shall have no obligation to fix, resolve, or respond to (and shall not be liable for), any errors, 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 5 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 omission 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 softwareproducts 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 fault or 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 its use as advised.
the Customer’s unauthorized action or lack of action when required, or from its employees, agents, contractors, or vendors, or any unauthorised person gaining access to the Company’s or Customer’s network by means 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 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, or arguments (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 behaviour.
any Services not paid for at the time of the problem;
modifications, alteration or configuration of the Service by the Customer or a third party that has not been authorised by the Company;
problems occurs 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 and anti-virus software.
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