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Schedule 2 SLAs.docx Rev Jan 2024
SCHEDULE 2 (AVAILABILITY SLA)
1. Introduction to availability SLA
1.1 This Schedule 2 sets out the Provider's availability commitments relating to the
Hosted Services.
1.2 In this Schedule 2, "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
2.1 The Provider shall use all reasonable endeavours to ensure that the uptime for the
Hosted Services is at least 99.9% during each calendar month.
2.2 The Provider shall be responsible for measuring uptime, and shall do so using any
reasonable methodology.
3. Service credits
3.1 In respect of each calendar month during which the Hosted Services uptime is less
than the commitment specified in Section 2.1, the Customer shall earn service credits
in accordance with the provisions of this Section 3.
3.2 The service credits earned by the Customer shall be equivalent to the lack of uptime.
3.3 The Provider shall deduct an amount equal to the service credits due to the Customer
under this Section 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.
3.4 Service credits shall be the sole remedy of the Customer in relation to any failure by
the Provider to meet the uptime guarantee in Section 2.1, except where the failure
amounts to a material breach of the Agreement.
3.5 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
4.1 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 Section
2.1:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
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(c) 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;
(d) a fault or failure of the Customer's computer systems or networks;
(e) any breach by the Customer of the Agreement; or
(f) scheduled maintenance carried out in accordance with the Agreement.
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SCHEDULE 3 (MAINTENANCE SLA)
1. Introduction
1.1 This Schedule 3 sets out the service levels applicable to the Maintenance Services.
2. Scheduled Maintenance Services
2.1 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 3.
2.2 The Provider shall provide all scheduled Maintenance Services outside Business Hours.
3. Updates
3.1 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.
3.2 The Provider shall apply Updates to the Platform as follows:
(a) 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;
(b) 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
(c) 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
4.1 The Provider shall produce Upgrades at no additional charge during the Term.
4.2 The Provider shall give to the Customer at least 10 Business Days' prior written notice
of the application of an Upgrade to the Platform.
4.3 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.
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SCHEDULE 4 (SUPPORT SLA)
1. Introduction
1.1 This Schedule 4 sets out the service levels applicable to the Support Services.
2. Helpdesk
2.1 The Provider shall make available to the Customer a helpdesk.
2.2 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.
2.3 The Provider shall ensure that the helpdesk is accessible by telephone, email and
using the Provider's web-based ticketing system.
2.4 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.
2.5 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
3.1 Issues raised through the Support Services shall be categorised as follows:
(a) critical: the Hosted Services are inoperable or a core function of the Hosted
Services is unavailable;
(b) serious: a core function of the Hosted Services is significantly impaired;
(c) 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
(d) minor: any impairment of the Hosted Services not falling into the above
categories; and any cosmetic issue affecting the Hosted Services.
3.2 The Provider shall determine, acting reasonably, into which severity category an issue
falls.
3.3 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:
(a) critical: 1 Business Hour;
(b) serious: 4 Business Hours;
(c) moderate: 1 Business Day; and
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(d) minor: 5 Business Days.
3.4 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.
3.5 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:
(a) critical: 2 Business Hours;
(b) serious: 8 Business Hours;
(c) moderate: 4 Business Days; and
(d) minor: 10 Business Days.
4. Provision of Support Services
4.1 The Support Services shall be provided remotely, save to the extent that the parties
agree otherwise in writing.
5. Limitations on Support Services
5.1 If the total hours spent by the personnel of the Provider performing the Support
Services during any calendar month exceed 3 hours then:
(a) the Provider will cease to have an obligation to provide Support Services to the
Customer during the remainder of that period; and
(b) 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.
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5.2 The Provider shall have no obligation to provide Support Services:
(a) to the extent that the requested Support Services amount to general training in
the use of the Hosted Services;
(b) in respect of any issue that could have been resolved by a competent person
who had received general training in the use of the Hosted Services;
(c) in respect of any duplicate issues raised by or on behalf of the Customer;
(d) in respect of any issue caused by the improper use of the Hosted Services by or
on behalf of the Customer; or
(e) in respect of any issue caused by any alteration to the Hosted Services, or to
the configuration of the Hosted Services, made without the prior written consent
of the Provider.
IN FORCE FROM January 1 2024
