SaaS Service Level Agreement (SLA)

INTRODUCTION

This Service Level Agreement(SLA) between the Publisher & Customer governs the use of the Offering under the provisions of the Microsoft Standard Contract (Clause IV).
1.1    In this Service Level Agreement
          "New Functionality" means new functionality that is introduced to the Offering by an Upgrade; and     
          "Protected Functionality" means advanced search functionality that must not be impaired by any Upgrade.
          “Service Credit” means a credit denominated in the billed currency, calculated as set forth below, which may be credited back to a Customer account.
1.2    References in this Schedule to Paragraphs are to the paragraphs of this Schedule, unless otherwise stated.

HELPDESK

2.1    The Publisher will make available an online helpdesk facility for the purposes of:
         a.    assisting the Customer with the configuration of the Offering;
         b.    assisting the Customer with the proper use of the Offering; and/or
         c.    determining the causes of errors and fixing errors in the Offering.
2.2    Subject to Paragraph 2.3, the Customer must make all requests for Support Services through the helpdesk.
2.3    The Publisher will use reasonable endeavours to ensure that a member of its support staff can be reached outside Business Hours in the case of an emergency.

RESPONSE AND RESOLUTION TIMES

3.1    The Publisher will:
          a.    use reasonable endeavours to respond to requests for support made through the helpdesk in accordance with the following response time matrix; and
          b.    use reasonable endeavours to resolve issues raised by the Customer, in accordance with the following response time matrix.

LIMITS ON SUPPORT 

4.1    Where the total person-hours spent by the Publisher performing the support under Paragraphs 2 and 3 (Moderate or Minor Severity only) during any period exceed 20 Minutes, then:
         a.    the Publisher will cease to have an obligation to provide those support to the Customer during that period; providing that
         b.    the Publisher may agree to provide additional such support to the Customer during that period, but the provision of such services will be subject to payment by the Customer of additional charges at the Publishers's standard hourly rates from time to time.
4.2    The Publisher shall have no obligation under this Service Level Agreement to provide support in respect of any fault or error caused by:
          a.    the improper use of the Offering; or
          b.    the use of the Offering otherwise than in accordance with the Standard Contract.

UPGRADES

5.1    The Customer acknowledges that from time to time during the Subscription the Publisher may apply Upgrades to the Offering, and that such Upgrades may, subject to Paragraph 5.2, result in changes to the appearance and/or functionality of the Offering. 
5.2    No Upgrade shall disable, delete or significantly impair the Protected Functionality.
5.3    The Publisher will give to the Customer reasonable prior written notice of the application of any significant Upgrade to the Offering. 
5.4    The Customer shall not be subject to any additional charges arising out of the application of the Upgrade save where:
          a.    the Upgrade introduces New Functionality to the Offering; 
          b.    that New Functionality does not serve the same purpose as legacy functionality that ceases or has ceased to be available as a result of any Upgrade;
          c.    access to or use of the New Functionality is chargeable to the Customers of the Publisher using the Offering generally; and
          d.    any decision by the Customer not to pay the charges for the New Functionality will not prejudice the Customer's access to and use of the rest of the Offering.

99.9% UPTIME COMMITMENT

6.1    The Publisher will use reasonable endeavours to make the Offering available with a Monthly Uptime Percentage of 99.9% during a calendar month (the “Uptime Commitment”) subject to Paragraph 8 & Paragraph 9.  In the event Publisher does not meet the Uptime Commitment, Customer will be eligible to receive a Service Credit.
6.2    Service Credits are calculated as a percentage of the total charges due on your Offering Invoice for the monthly licence fee in which the Uptime Commitment was not met, applied proportionally to the Offering in accordance with the schedule below:
6.1.1    For a calendar month in which the Uptime Commitment percentage was less than 99.9% but equal to or greater than 99.0% Customer will be eligible for a Service Credit of 15% against the billed monthly licence fee.
6.1.2    For a calendar month in which the Uptime Commitment percentage was less than 99.0% Customer will be eligible for a Service Credit of 40% against the billed monthly licence fee.
6.1.3    Publisher will apply any Service Credits only against future payments for the Offering otherwise due from Customer. Service Credits will not entitle Customer to any refund or other payment from Publisher.  Service Credits may not be transferred or applied to any other account.
6.3    Unless otherwise provided in the Standard Contract, Customer sole and exclusive remedy for any unavailability, non-performance, or other failure by Publisher in supplying the Offering is the receipt of a Service Credit in accordance with this Service Level Agreement.
6.4    To obtain a Service Credit, Customer must submit a claim by emailing: notice@expede.io . To be eligible the credit request must be received by Publisher within 14 days of the claimed incident & must include:
•    email title of SLA Credit Request;
•    the dates & times of each claimed failure of Publisher to meet the Uptime Commitment;
•    the Tenant ID;
•    documented evidence that corroborate your claim.
If the monthly uptime percentage relating to the claim is confirmed by Publisher and is less than the Uptime Commitment, then Publisher will issue Customer a Service Credit.  If the above criteria is not met by Customer, Customer in ineligible to receive a Service Credit.

BACK-UP AND RESTORATION

7.1    Subject to Paragraph 7.2, the Publisher will:
         a.    make local back-ups of the Customer Materials stored on the Platform on a daily basis, and will retain such back-ups for at least 35 days.
7.2    In the event of the loss of, or corruption of, Customer Data stored on the Offering being notified by the Customer to the Publisher under Paragraph 2, the Publisher shall if so directed by the           Customer use reasonable endeavours promptly to restore the Customer Data from the most recent available back-up copy.
7.3    In the event the Customer makes an error in its use of the Offering and requires the Publisher to recover a back-up to reinstate the Customer Data prior to the error, then the provision of such services will be subject to payment by the Customer of additional charges at the Publishers's standard hourly rates from time to time.

SCHEDULED MAINTENANCE

8.1    The Publisher may suspend access to the Offering to carry out Scheduled maintenance, such maintenance to be carried out outside Business Hours. 
8.2    The Publisher must give to the Customer at least 3 days' written notice of Schedule maintenance, including full details of the expected Offering downtime.
8.3    Offering downtime during Scheduled maintenance carried out by the Publisher in accordance with this Paragraph 8 shall not be counted as downtime for the purposes of Paragraph 6.

UPTIME COMMITMENT EXCLUSIONS

    The Uptime Commitment does not apply to any unavailability, suspension or termination of the Offering that:
•    are the result of Termination or any other applicable causes defined within the Contract;
•    caused by factor outside Publishers reasonable control, including any Force Majeure event, internet access or Microsoft Azure provisions & services;
•    that result from any action or inaction of the Customer; and
•    that result from equipment, software or other technology that is outside the control of Publisher.