Service Level Agreement

Availability SLA (version 2018.5)

  1. Introduction to availability SLA
    1. This Schedule sets out the Provider’s availability commitments relating to the Hosted Services.
    2. In this Schedule, “uptime” means the percentage of time during a given period when the Hosted Services are available at the gateway between public internet and the network of the hosting services provider for the Hosted Services.
  2. Availability
    1. The Provider shall use reasonable endeavours to ensure that the uptime for the Hosted Services is at least 99% during each calendar month.
    2. The Provider shall be responsible for measuring uptime, and shall do so using any reasonable methodology.
    3. The Provider shall report uptime measurements to the Customer in writing, in respect of each calendar month, within 10 Business Days following the end of the relevant calendar month.
  3. Service credits
    1. In respect of each calendar month during which the Hosted Services uptime is less than the commitment specified in Paragraph 2.1, the Customer shall be entitled to earn service credits in accordance with the provisions of this Part 3.
    2. The service credits earned by the Customer shall be as follows: 5% credit of user subscription charges for each day the uptime level falls below the commitment specified in Paragraph 2.1.
    3. Upon request by the Customer, the Provider shall deduct an amount equal to the service credits due to the Customer under this Part 3 from amounts invoiced in respect of the Charges for the Hosted Services. All remaining service credits shall be deducted from each invoice issued following the reporting of the relevant failure to meet the uptime commitment, until such time as the service credits are exhausted.
    4. Service credits shall be the sole remedy of the Customer in relation to any failure by the Provider to meet the uptime guarantee in Paragraph 2.1, except where the failure amounts to a material breach of the Agreement.
    5. Upon the termination of the Agreement, the Customer’s entitlement to service credits shall immediately cease, save that service credits earned by the Customer shall be offset against any amounts invoiced by the Provider in respect of Hosted Services following such termination.
  4. Exceptions
    1. Downtime caused directly or indirectly by any of the following shall not be considered when calculating whether the Provider has met the uptime guarantee given in Paragraph 2.1:
      • a Force Majeure Event;
      • a fault or failure of the internet or any public telecommunications network;
      • a fault or failure of the Provider’s hosting infrastructure services provider, unless such fault or failure constitutes an actionable breach of the contract between the Provider and that company;
      • a fault or failure of the Customer’s computer systems or networks;
      • any breach by the Customer of the Agreement; or
      • scheduled maintenance carried out in accordance with the Agreement.

Maintenance SLA (version 2018.5)

  1. Introduction
    1. This Schedule sets out the service levels applicable to the Maintenance Services.
  2. Scheduled Maintenance Services
    1. The Provider shall where practicable give to the Customer at least 10 Business Days’ prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to the Provider’s other notice obligations under this Schedule.
    2. The Provider shall provide all scheduled Maintenance Services outside Business Hours.
    3. The Provider has a daily scheduled maintenance window between 22:00 and 05:00 Monday to Friday
  3. Updates
    1. The Provider shall give to the Customer written notice of the application of any security Update to the Platform and at least 10 Business Days’ prior written notice of the application of any non-security Update to the Platform.
    2. The Provider shall apply Updates to the Platform as follows:
      • third party security Updates shall be applied to the Platform promptly following release by the relevant third party, providing that the Provider may acting reasonably decide not to apply any particular third party security Update;
      • the Provider’s security Updates shall be applied to the Platform promptly following the identification of the relevant security risk and the completion of the testing of the relevant Update; and
      • other Updates shall be applied to the Platform in accordance with any timetable notified by the Provider to the Customer or agreed by the parties from time to time.
  4. Upgrades
    1. The Provider shall produce Upgrades at least once in each calendar year during the Term.
    2. The Provider shall give to the Customer at least 10 Business Days’ prior written notice of the application of an Upgrade to the Platform.
    3. The Provider shall apply each Upgrade to the Platform within any period notified by the Provider to the Customer or agreed by the parties in writing.

Support SLA (version 2018.5)

  1. Introduction
    1. This Schedule sets out the service levels applicable to the Support Services.
  2. Helpdesk
    1. The Provider shall make available to the Customer a helpdesk in accordance with the provisions of this Schedule.
    2. The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.
    3. The Provider shall ensure that the helpdesk is accessible by telephone, email and using the Provider’s web-based ticketing system.
    4. The Provider shall ensure that the helpdesk is operational and adequately staffed during Business Hours during the Term. In addition, the Provider shall provide a special telephone number for the Customer to report critical issues outside of Business Hours.
    5. The Customer shall ensure that all requests for Support Services that it may make from time to time shall be made through the helpdesk.
  3. Response and resolution
    1. Issues raised through the Support Services shall be categorised as follows:
      • critical: the Hosted Services are inoperable or a core function of the Hosted Services is unavailable;
      • serious: a core function of the Hosted Services is significantly impaired;
      • moderate: a core function of the Hosted Services is impaired, where the impairment does not constitute a serious issue; or a non-core function of the Hosted Services is significantly impaired; and
      • minor: any impairment of the Hosted Services not falling into the above categories; and any cosmetic issue affecting the Hosted Services.
    2. The Provider shall determine, acting reasonably, into which severity category an issue falls.
    3. The Provider shall use all reasonable endeavours to respond to requests for Support Services promptly, and in any case in accordance with the following time periods:
      • critical: 1 Business Hour;
      • serious: 4 Business Hours;
      • moderate: 1 Business Day; and
      • minor: 5 Business Days.
    4. The Provider shall ensure that its response to a request for Support Services shall include the following information (to the extent such information is relevant to the request): an acknowledgement of receipt of the request, where practicable an initial diagnosis in relation to any reported error, and an anticipated timetable for action in relation to the request.
    5. The Provider shall use all reasonable endeavours to resolve issues raised through the Support Services promptly, and in any case in accordance with the following time periods:
      • critical: 2 Business Hours;
      • serious: 8 Business Hours;
      • moderate: 4 Business Days; and
      • minor: 10 Business Days.
  4. Provision of Support Services
    1. The Support Services shall be provided remotely, save to the extent that the parties agree otherwise in writing.
  5. Limitations on Support Services
    1. If the total hours spent by the personnel of the Provider performing the Support Services during any calendar month exceed 8 hours then:
      • the Provider will cease to have an obligation to provide Support Services to the Customer during the remainder of that period; and
      • the Provider may agree to provide Support Services to the Customer during the remainder of that period, but the provision of those Support Services will be subject to additional Charges.
    2. The Provider shall have no obligation to provide Support Services in respect of any issue caused by:
      • the improper use of the Hosted Services by the Customer; or
      • any alteration to the Hosted Services made without the prior consent of the Provider.