SaaS Subscription Agreement – Service Guidelines

1. Definitions

Infrastructure Availability (IA) refers to the ability for end users to access the infrastructure via the cloud hosted environment; excludes specific software functionality in the accessed environment.

Guaranteed Response Time (GTI) means the time from the reporting of an incident on the supervision tools or from a notification made by Subscriber to the Company’s support department and the beginning of the operation of Support.

Guaranteed Resolution Time (GRT) means the time to restore the Service, from the beginning of the intervention (see GTI) until the end of the incident.

Application Error(AE) means a failure of the Software to perform to the documentation, resulting in the inability to use, or material restriction in the use of, the Software.

Working Hours means between 7:00am and 7:00pm Eastern US Time on any Business Day.

Applicable Monthly Period means, for a calendar month in which a Monthly Subscription fee is paid, the number of days that you are a subscriber for a Service.

2. IA Priority Levels

The priority level is determined according to the severity of the access limitation as follows:

Priority LevelSeverityDefinition
1BlockingDefect resulting in the total unavailability of the Service for all users
2MajorDefect resulting in material negative effects on the business of Subscriber or in the unavailability of isolated mission critical functionalities and significantly reducing the access to the Service
3MinorBug/Defect resulting in the unavailability of certain minor functionalities of the Service
3. IA Response Times

The Company must respond to interruptions in Cloud-based Service Availability as follows:

Priority LevelTarget Response(During Working hours)
Target Response (Non-Working Hours)
130mn1h| not to exceed 30 mn from commencement of Working hours
21h3h| not to exceed 1 hr. from commencement of Working hours
32h8h| not to exceed 2 hr. from commencement of Working hours
4. IA Resolution Times
Priority LevelTarget Response(During Working hours)
Target Response (Non-Working Hours)
13h6h | not to exceed 3H from commencement of Working hours
26h8h| not to exceed 6H from commencement of Working hours
38h12h |not to exceed 8H from commencement of Working hours
5. AE Priority Levels

The priority level is determined according to the severity of the application error or incident as follows:

AE LevelsDescription
1 Material DefectsThe system (or a component thereof): (a) is unusable, catastrophically fails or ceases to provide its material, mission-critical documented functions; or A viable work-around to restore such operation or functionality is not readily available to Licensee. Such failure has a critical impact on the operation of Licensee’s business or parts thereof and may stop physical production processes.
2 Severe DefectsThe system (or a component thereof) is not fully functional (e.g., there are major restrictions on functionality; the system performs most, but not all, documented functions).
3 Major DefectsThe system operates with restrictions on certain functions but are not material to the operation of its business.
4 Minor DefectsThe system is usable, but subject to minor inconveniences which are not critical to operation of Licensee’s business and for which a work-around is readily available; any other problems with the supplied software that are not Severity Level 1, 2, or 3.
AE Target Resolution Times
Error LevelTarget Resolution
1 Material DefectsCompany will treat the trouble as a priority and will devote sufficient fulltime resources to, in an expedited manner, resolve and correct the trouble, or to provide a correction or work-around. Company will continue efforts until problem resolution is achieved, targeting an 8 hour resolution time with all reasonable and commercially viable efforts.
2 Severe DefectsCompany will use all commercially reasonable efforts to diligently resolve or correct the trouble, or to provide a correction or work-around and will continue efforts until problem resolution is achieved. Targeting a 48 hour resolution time with all reasonable and commercially viable efforts.
3 Major DefectsCompany will use commercially reasonable efforts to produce a workaround. A permanent fix will be provided in next iteration of the software release.
4 Minor DefectsCompany will respond to and resolve the trouble in a commercially reasonable manner, taking into account the specific nature of the trouble and its impact on Licensee and other parties, including Licensee’s customers. Targeting work-around resolution where feasible or permanent fix in the next iteration of the software release.
7. Service Level Reporting

The Company will deliver the following reports according to the indicated monitoring and reporting frequency below:

Service LevelMonitoring FrequencyReporting Frequency
Guaranteed Response Time (GTI)Per ticketMonthly
Guaranteed Resolution Time (GRT)Per ticketMonthly

Each report is to be delivered to Subscriber within 10 Business Days of the end of the relevant reporting period (for example, if the reporting frequency is monthly, the report for a month must be delivered within 10 Business Days of the end of the month). The reports are to be provided via email to Subscriber’s nominated representative. Each report must contain a listing of all exceptions (failure to meet a relevant Service Level) in the reporting period.

8. Infrastructure Availability Discount

If the Rate of Infrastructure Availability (as defined in Section C) is less than guaranteed levels below in any month the Monthly Subscription Fee for the following month will be reduced as follows:

Rate of Infrastructure Availability (IA): Excludes any AE Application Errors not limiting the access to the application as whole.Discount to Monthly Subscription (%)
< 99.0%10
< 95.0%30
< 90.0%50
< 80.0%100
9. Infrastructure Availability Discount

This SLA and any applicable Service Levels do not apply to any performance or availability issues:

  • Due to factors outside our reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centers, including at your site or between your site and our data center).
  • That result from the use of services, hardware, or software not provided by us, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services.
  • Caused by your use of a Service after we advised you to modify your use of the Service, if you did not modify your use as advised.
  • That result from your unauthorized action or lack of action when required, or from your employees, agents, contractors, or vendors, or anyone gaining access to our network by means of your passwords or equipment, or otherwise resulting from your failure to follow appropriate security practices.
  • That result from your failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or your use of the Service in a manner inconsistent with the features and functionality of the Service (for example, attempts to perform operations that are not supported) or inconsistent with our published guidance;
  • For licenses reserved, but not paid for, at the time of the Incident.
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