This Service Level Addendum (“SLA”) applies to and is incorporated by reference into the Terms of Service or Master Service Agreement (“Agreement”) by and between Provider and Customer. Capitalized terms not defined in this SLA will have the meaning provided to them in the Agreement. The terms of this Schedule do not apply to any issue caused or contributed to wholly or partly by hardware or equipment which was not supplied by Provider.
1. SERVICE COMMITMENT
Provider will use commercially reasonable efforts to make the Subscription Services available 99.5% of the time during each month of the applicable Term, excluding Excusable Downtime (the “Service Commitment”).
2. ERROR PRIORITY CLASSIFICATION
An “Error” is a failure of the Subscription Services to materially conform to the Documentation, excluding (i) a nonconformity resulting from Customer’s misuse, improper use, or unauthorized change to the Subscription Services or (ii) Customer’s internal network or internet connectivity problems. Errors are classified in Table A below.
|Error Classification||Description||Mean Time to First Response||Target update frequency|
|Customer’s production use of the Subscription Service is stopped or so severely impacted that the Customer cannot reasonably continue business operations and no workaround is available.||1 hour||2 hours*|
|The Customer’s production system is operating but a major function of the Subscription Service is unavailable, and no workaround is available.||2 hours||4 hours*|
|The Customer’s production system is operating allowing users to continue using the Subscription Service, but service features are unavailable; a temporary workaround is available.||24 hours||When resolved|
|A minor impact on basic functionality of the Subscription Service.||24 hours||When resolved|
*Severity 1 and Severity 2. Provider will provide continuous efforts (24 x 7 x 365) to resolve Severity 1 and Severity 2 availability issues until a workaround or resolution can be provided or until the incident can be downgraded to a lower Severity.
3. ERROR REPORTING
b. Error Reporting and Obligations. Customer will:
c. Severity Level Upgrading/Downgrading. If during the incident management process the Error no longer warrants the Severity level currently assigned based on its current impact on the production operation of the Subscription Service, in Provider’s sole discretion, the Severity level will be upgraded/downgraded to the level that most appropriately reflects its current impact. In the event Provider determines that an Error is a request to add functionality or enhance performance beyond the specifications of the Subscription Service, it shall not be classified as an Error.
d. Resolution Times. Provider does not guarantee resolution times, and a resolution may consist of a hotfix patch, workaround, system configuration change or any other solution Provider deems reasonable. Provider will use reasonable efforts to meet the Response Times stated in Table A.
4. SERVICE CREDIT REQUEST
If the Subscription Service fails to meet the Service Commitment, Customer may be eligible to receive a Service Credit as outlined in Table B below. Service credits do not apply until Provider completes any and all set-up, testing or data migration. The Percentage Availability calculation shall apply as from the first complete month of the Subscription Services following Provider handing over the Customer’s site as live and ready for production use.
|Percentage Availability||Service Credit Amount|
|Above 99.50%||0% of the monthly fees applicable to the month in which the failure occurred|
|Between 99.50% and 99.00%||2% of the monthly fees applicable to the month in which the failure occurred|
|Between 99.00% and 98.50%||5% of the monthly fees applicable to the month in which the failure occurred|
|Between 98.50% and 98.00%||10% of the monthly fees applicable to the month in which the failure occurred|
|Below 98.00%||15% of the monthly fees applicable to the month in which the failure occurred|
The “Percentage Availability” of the Subscription Services for a particular month is calculated by dividing the Availability Calculation by the Monthly Calculation, multiplied by 100.
The service credits provided hereunder are the Customer’s sole and exclusive remedy for any Error related to the Subscription Services. To receive 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 thirty (30) days after which the incident occurred and must include: the words “SLA Credit Request” in the subject line; the dates and times of each Error claimed; the affected Subscription Service; corroborating evidence (screen captures, error messages, etc.) that document the errors (any confidential information should be removed or replaced with asterisks). All claims will be verified against applicable system records. If Customer fails to report an Error within five (5) days of the occurrence of such Error, Customer shall not be entitled to any service credit for such Error. Service credits issued to Customer cannot be redeemed for cash payment. Any Service Credits granted under this SLA are non-transferrable, have no monetary value and may only be used as credits against future Provider invoices. Customers who are past due or in default with respect to any payment or any material contractual obligations to Provider are not eligible for any service credit.
Should any periods of downtime submitted by Customer be disputed, Provider will provide Customer a record of Subscription Services availability for the period in question. Provider will only provide records of system availability in response to good faith Customer claims.
If Customer purchases the Subscription Services through a reseller, Customer must request the Service Credit through its reseller.
“Available” means the website is responsive to standard ICMP or HTTPS requests, and that it is operational.
“Availability Calculation” means the minutes of time the service is Available on a monthly basis minus Excusable Downtime.
“Excusable Downtime” shall mean the total minutes in the reporting month for: (A) Routine Maintenance; (B) scheduled downtime required for software upgrades, server maintenance, general repairs, and system testing that has prior notification; (C) emergency maintenance; (D) downtime due to (i) the acts or omissions of Customer or (ii) Customer’s internal network or internet connectivity problems or (E) any unavailability caused by circumstances beyond Provider’s reasonable control, including but not limited to force majeure events, Internet or telecommunications networks provider failure or delay, or denial of service attack.
“Monthly Calculation” means the total number of minutes in the relevant calendar month.
“Routine Maintenance” means Provider’s routine or planned maintenance on the Subscription Services with at least five (5) business days prior notice to Customer.
“Response Time” is the mean time within which Provider will use reasonable efforts to contact Customer to acknowledge receipt of an Error report.
Rev. Oct 2022