XaaS Service Level Agreement

Table of Contents

Introduction

In this document:

Agreement” means the agreement between the Provider and the Customer for the provision of the Platform as a service, incorporating the terms and conditions (including the Schedules) and the Statement of Services, and any amendments to the Agreement from time to time;

Business Day” means any week day, other than a bank or public holiday in England;

Business Hours” means between 09:00 and 17:00 GMT on a Business Day;

Customer” means the customer specified in the Statement of Services;

Documentation” means the documentation produced by the Provider and made available on the Platform to the Customer specifying how the Platform should be used;

New Functionality” means new functionality that is introduced to the Platform by an Upgrade;

Paragraphs” means the paragraphs included in this document, unless otherwise stated.

Platform” means the software platform known as XaaS that is owned and operated by the Provider, and that will  be made available to the Customer as a service via the internet under the Agreement;

Provider” means XaaS Limited, a company incorporated in England and Wales (registration number 13400578) having its registered office at 71 – 75 Shelton Street, Covent Garden, WC2H 9JQ;

Statement of Services” means the document made available by the Provider to the Customer during the order process that specifies the identity of the Customer, and other matters relating to the Agreement;

Support Services” means support and maintenance services provided or to be provided by the Provider to the Customer in accordance with their ; and

Upgrades” means new versions of, and updates to, the Platform, whether for the purpose of fixing an error, bug or other issue in the Platform or enhancing the functionality of the Platform.

Helpdesk

  1. The Provider will make available, during Business Hours, a telephone and email helpdesk facility for the purposes of:
    1. assisting the Customer with the configuration of the Platform;
    2. assisting the Customer with the proper use of the Platform; and/or
    3. determining the causes of errors and fixing errors in the Platform
  2. Subject to Paragraph 3, the Customer must make all requests for Support Services through the helpdesk, and all such requests must include sufficient information to allow the Provider to give the Customer a satisfactory resolution to its request.
  1. The Provider will use reasonable endeavours to ensure that a member of its support staff can be reached by mobile phone outside Business Hours in the case of an emergency.

Response and resolution times

  1. The Provider will:
    1. use all reasonable endeavours to respond to requests for Support Services made through the helpdesk; and
    2. use all reasonable endeavours to resolve issues raised by the Customer,
  2. The Provider will determine, acting reasonably, in to which severity category an issue raised through the Support Services falls.
  3. All Support Services will be provided remotely unless expressly agreed otherwise by the Provider.

Limits on Support Services

  1. Where the total person-hours spent by the Provider performing the Support Services under Paragraphs 1, 2, 3, 4, 5 and 6 during any calendar month exceed 10 hours, then:
    1. the Provider will cease to have an obligation to provide those Support Services to the Customer during that period; providing that
    2. the Provider may agree to provide additional such Support Services 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 Provider’s standard hourly rates from time to time.
  2. The Provider shall have no obligation under the Agreement to provide Support Services in respect of any fault or error caused by:
    1. the improper use of the Platform; or
    2. the use of the Platform otherwise than in accordance with the Documentation.

Upgrades

  1. The Customer acknowledges that from time to time during the Term the Provider may apply Upgrades to the Platform, and that such Upgrades may, subject to Paragraph 18, result in changes the appearance and/or functionality of the Platform.
  2. No Upgrade shall disable, delete or significantly impair the Protected Functionality.
  3. The Provider will give to the Customer reasonable prior written notice of the application of any significant Upgrade to the Platform. Such notice shall include details of the specific changes to the functionality of the Platform resulting from the application of the Upgrade.
  4. The Customer shall not be subject to any additional Charges arising out of the application of the Upgrade, save where:
    1. the Upgrade introduces New Functionality to the Platform;
    2. 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;
    3. access to or use of the New Functionality is chargeable to the customers of the Provider using the Platform generally; and
    4. 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 Platform.

Uptime commitment

  1. The Provider shall use all reasonable endeavours to ensure that the Platform is available 99.9% of the time during each calendar month, subject to Paragraphs 16,17 and 18.

Back-up and restoration

  1. Subject to Paragraph 15, the Provider will:
    1. make back-ups of the Customer Materials stored on the Platform on a daily basis, and will retain such back-ups for at least 10 days ; and
    2. at least once every day, the Provider will arrange for the off-site storage of a current back-up of the Customer Materials stored on the Platform (which will be over-written on the following off-site back-up date).
  1. In the event of the loss of, or corruption of, Customer Materials stored on the Platform being notified by the Customer to the Provider under Paragraph 1, 2 & 3, the Provider shall if so directed by the Customer use all reasonable endeavours promptly to restore the Customer Materials from the most recent available back- up copy.

Scheduled maintenance

  1. The Provider may suspend access to the Platform in order to carry out scheduled maintenance, such maintenance to be carried out and such suspension to be for not more than 4 hours in each calendar month.
  2. The Provider must give to the Customer at least 14 days’ written notice of schedule maintenance, including full details of the expected Platform downtime.
  1. Platform downtime during scheduled maintenance carried out by the Provider in accordance with Paragraphs 16, 17 & 18 shall not be counted as downtime for the purposes of Paragraph 13.