Service level agreement

1 – Definitions

1.1“Support” encompasses the provision of a support desk service and fixes in respect of the Software errors and incidental queries raised by Users. Support does not include professional services. Support does not include dealing with queries resulting from the Customer’s data nor the integration of such data with the Software unless specifically agreed in the Special Terms.

1.2 “Maintenance” encompasses the provision of new releases and new versions, minor improvements, updates, enhancements, error corrections, upgrade scripts, and changes to the Software from time to time (at Supplier’s discretion).

1.3 “Unsupported” means any element of the Software that has been modified by or on behalf of the Customer, except where Supplier has provided written confirmation to the Customer that it will support such modified elements.

1.4 “Out of Scope” means Software incidents that result directly or indirectly from: (a) the Customer’s misuse or improper use of the Software; and/or (b) the Customer’s combination or merger of the Software with any hardware or software outside the Environment; (c) any third party events that are outside the scope of Supplier’s responsibilities under the Agreement.

1.5 “Solutions” are fixes or workarounds that eliminate the incident or move the incident into a lower incident category, which are ordinarily provided remotely (but may be provided onsite).

1.6 “Environment” is the prevailing end user hardware and software environment for the Software, minimum specifications for which are freely available from Supplier on request.

References in this Service Level Agreement to “hours” does not include hours outside of the support desk hours of operation.

2 – Hosted service

2.1 Supplier shall make the Software available (99.5% of the time on a 24 x 7 x 365 basis; measured during each calendar month) except during scheduled Maintenance. Supplier shall maintain a secure back-up of all Customer Data.

3 – Maintenance and support

3.1 Supplier shall be entitled to provide Maintenance either: (i) by providing ten days’ written notice to the Customer (or such other period as the parties may agree from time to time); or (ii) between 23:00 and 09:00 (UTC) on any day or at any time on a Sunday. Supplier shall use its reasonable endeavors to ensure that, during the provision of Maintenance, the Software will be unavailable for no more than 14 days in any calendar year.

Orgvue shall use its reasonable endeavors to ensure that, during the provision of Maintenance, the Software will be unavailable for no more than 14 days in any calendar year.

3.2 Support is provided 09:00 – 17:00 (UK working hours), Monday to Friday, excluding public holidays in England and 09:00 – 17:00 (US working hours), Monday to Friday, excluding public holidays in Philadelphia (“Working Hours”). Outside Working Hours an issue can be raised by any of the following methods: –

• leaving a voice mail message
• completing and submitting an internet based form via the web
• sending an email.

3.3 In all cases the issue will be dealt with at the start of the next working day; in which case details of the problem will be logged into the system at 09:00 (UK time) the next UK working day.

4- Scope of support

4.1 Supplier’s Support desk provides Support. The Support desk retains details of the Software used by the Customer, including version numbers, system set-up, configuration details, and Users.

4.2 In response to Software incidents reported to the Support desk by certified Users, the Support desk will provide the service levels specified in this SLA provided: (a) the Customer has not made changes to the Environment or the configuration of the Software; (b) the Software has not become Unsupported; and (c) the incidents reported are not Out of Scope.

4.3 The parties may agree that Supplier will provide certain support and maintenance services in respect of Unsupported Software and/or Out of Scope incidents as Professional Services.

5 – Environment

5.1 The Customer is responsible for procuring and maintaining the Environment.

5.2 The Customer is entitled to update the Environment from time to time by notifying Supplier, provided that the updated Environment must always comply with the Support desk Support Guidelines in terms of the minimum hardware and software requirements required to access the Software. Any services that Supplier provides in order to maintain System Access will be Professional Services.

6 – Service levels

6.1 The Support desk will assign a reported incident with a unique support number. If the Support desk determines that the reported incident is a fault or error with the Software it will: (a) categorize the incident in accordance with the incident categories detailed below; and (b) deliver Solutions in accordance with the response times detailed below.

6.2 If and when a Solution moves an incident into a lower incident category, the response times of that lower incident category shall apply from the moment that the incident is re-categorized.

6.3 Incident categories and responses:

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