Unless otherwise provided herein, this Service Level Agreement (“SLA”) is subject to the terms of the Main Agreement (as defined below) and capitalised terms will have the meaning specified in the Main Agreement. We reserve the right to change the terms of this SLA on reasonable notice.
The following definitions and rules of interpretation apply in this schedule.
Definitions:
Commercially Reasonable Efforts: the same degree of priority and diligence with which the Supplier meets the support needs of its other similar customers.
Contact List: a current list of Supplier contacts and telephone numbers to enable the Customer to escalate its Support Requests, including:
Critical Issues: Critical issue occurring on production system preventing business operations. A large number of users are prevented from working with no procedural workaround.
Customer Cause: any of the following causes:
Fault: any failure of the Services Platform to operate in all material respects in accordance with the Main Agreement, including any failure or error referred to in paragraph 5.1(b).
Help Desk Support: any support provided by help desk technicians sufficiently qualified and experienced to identify and resolve most support issues relating to the Services Platform.
Higher-level Support: any higher-level support provided by an individual on the Contact List.
Main Agreement: the agreement to which this schedule relates.
Monthly Uptime Percentage: is calculated by subtracting from 100% the percentage of minutes during the month in which the Service, as applicable, was in the state of “Platform Unavailability” as defined below. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Customer Cause or Service Exclusion.
Out-of-scope Services: either of the following services:
Platform Unavailability: means when the platform is unavailable to the Customer
Service Commitment: as defined in paragraph 2.6.
Service Credits: the service credits specified in the table set out in paragraph 6.
Service Exclusion: any unavailability, suspension or termination of the Services Platform or performance issues:
Service Levels: the service level responses and response times referred to in paragraph 5.1(b).
Solution: either of the following outcomes:
Supplier: Data Dwell (as defined in the Main Agreement).
Support Fees: Basic support included in License fee.
Support Hours: Monday to Friday from 9 to 5 central time excluding Bank Holidays.
Support Period: The Term.
Support Request: request made by the Customer in accordance with this schedule for support in relation to the Services Platform, including correction of a Fault.
Support Services: maintenance of the then-current version or release of the Services Platform, including Help Desk Support and Higher-level Support, but excluding any Out-of-scope Services.
Unavailable: when all of the Customer's platforms have no external connectivity.
2.1. During the Support Period the Supplier shall perform the Support Services during the Support Hours in accordance with the Service Levels.
2.2. As part of the Support Services, the Supplier shall:
2.3. Any Higher-level Support requested by the Customer and provided by an individual whose qualification or experience is greater than that reasonably necessary to resolve the relevant Support Request shall be deemed an Out-of-scope Service, provided that an appropriately qualified or experienced individual was available at the time when the Higher-level Support was sought.
2.4. The Supplier may reasonably determine that any services are Out-of-scope Services. If the Supplier makes any such determination, it shall promptly notify the Customer of that determination.
2.5. The Customer acknowledges that the Supplier is not obliged to provide Out-of-scope Services.
2.6. The Supplier will use commercially reasonable efforts to make their Service available with a Monthly Uptime Percentage of at least 99.9%, in each case during any monthly billing cycle (the “Service Commitment”).
3.1. The provision of Support Services on a remote, off-site basis (such as over the telephone or by e-mail) within the Support Period shall be included in the Support Fees.
3.2. The provision of Support Services outside the Support Period or at the Customer Site or the provision of Out-of-scope Services shall be charged for at the applicable time and materials rates set out at the given time according to supplier's price list.
4.1. The Customer may request Support Services by way of a Support Request.
4.2. Each Support Request shall include a description of the problem and the start time of the incident.
4.3. The Customer shall provide the Supplier with:
4.4. All Support Services shall be provided from the Supplier's office.
4.5. The Customer acknowledges that, to properly assess and resolve Support Requests, it may be necessary to permit the Supplier direct access at the Customer site to the relevant Customer system and the Customer's files, equipment and personnel.
4.6. The Customer shall provide such access promptly, provided that the Supplier complies with all the Customer's security requirements and other policies and procedures relating to contractors entering and working on the Customer site notified to the Supplier.
5.1. The Supplier shall:
5.2. The parties may, on a case-by-case basis, agree in writing to a reasonable extension of the Service Level response times.
5.3. The Supplier shall give the Customer regular updates of the nature and status of its efforts to correct any Fault.
6.1. In the event the Services do not meet the Service Commitment, the Customer will be eligible to receive a Service Credit as described below.
Monthly Uptime Percentage:
| Monthly Uptime Percentage | Service Credit Percentage |
|---|---|
| Less than 99.9% but equal to or greater than 99.0% | 10% |
| Less than 99.0% | 30% |
6.2. The parties acknowledge that each Service Credit is a genuine pre-estimate of the loss likely to be suffered by the Customer and not a penalty.
6.3. The provision of a Service Credit shall be an exclusive remedy for a particular Service Level failure.
6.4. Service Credits shall be shown as a deduction from the amount due from the Customer to the Supplier in the next invoice then due to be issued under the Main Agreement. The Supplier shall not in any circumstances be obliged to pay any money or make any refund to the Customer.
6.5. If availability is impacted by factors other than those used in the Supplier's Monthly Uptime Percentage calculation, then the Supplier may issue a Service Credit considering such factors at the Supplier's discretion.
6.6. If the Supplier fails to provide a Solution within the relevant Service Level response time on three separate occasions within a thirty-day period then the Customer shall become entitled to terminate the Services for material breach in accordance with clause 9.3 of the Main Agreement, provided that the relevant Fault or other problem relating to the Services Platform did not result from:
7.1. If a Solution is not provided within the relevant Service Level response time, the Customer may escalate the Support Request to the parties' respective relationship managers identified below and then to their respective senior management identified below:
7.2. Relationship manager: Johannes Ingi Arnason, johannes@datadwell.com, +3545253535. Senior manager: Skarpi Steinthorsson, CTO, skarpi@datadwell.com, +3548601818
7.3. For the avoidance of doubt, unless otherwise provided for in this SLA, nothing in this SLA shall constitute a breach of the Main Agreement.
In addition to the mechanisms for giving notice specified in clause 11.10 of the Main Agreement, the parties may communicate in respect of any matter referred to in this by e-mail (unless specified otherwise).