Support and Service Level Agreement
Version 3.0. Last updated 2020-11-05.
This Schedule shall govern the support provided to the Customer in relation to the Service and the Platform as well as the availability of the Service. This document forms an integral part of the Agreement between the Parties.
Terms not defined herein shall be given the meaning as otherwise is set out in the Agreement.
“Agreed Time of Service” means the time when the agreed service level for the availability of the Service is measured. The Agreed Time of Service is as per what is set out in the main agreement document.
“Availability” means that the Service is made available at the Connection Point. Availability is calculated using the following formula:
Availability (%) = AS-TB-AB/AS-TB * 100
AS = Agreed Time of Service
TB = Permitted downtime
AB = Downtime (this does not include downtime for which the Service Provider is not responsible, in accordance with Section 3.2).
“Business Days” means Monday through Friday, save for (i) Swedish public holidays and (ii) Epiphany Eve (Sw. trettondagsafton), Maundy Thursday, Midsummer Eve, All Hallows’ Day, Christmas Eve and New Year’s Eve.
“Business Hours” means 8-17 CET on Business Days.
“Connection Point” the point or points where the Service Provider connects the Service to a general electronic communications network.
“Downtime” means the period of downtime within the Agreed Time of Service that Availability has not been met with a deduction for the time of Permitted Downtime. Downtime is calculated from the moment in time the failure in Availability is reported in accordance with Section 3.3 until the Service becomes Available. When determining Availability in accordance with the formula in the definition of “Availability” above, Downtime shall not include downtime that is not the responsibility of the Service Provider in accordance with Section 3.2.
“Helpdesk Service” shall be given the meaning set out in Section 2.5.
“Incident Resolution Assistance” shall be given the meaning set out in Section 2.7.
“Incident” means a material non-conformance between the Service or Platform and the Specification or the service level set out herein.
“Incident Report” shall have the meaning assigned to it in Section 2.6.2.
“Incident Report Number” shall have the meaning assigned to it in Section 2.6.4.
“Permitted Downtime” a) planned service and maintenance about which the Customer has been informed in advance where commercially reasonable, or b) other downtime at the request of the Customer or with the Customer’s approval. The number of occasions of Permitted Downtime as referred to in a) above shall not exceed two per month, except where otherwise agreed. The Service Provider may notify the Customer of planned service and maintenance through e-mail. Such notification shall be deemed received when sent by the Service Provider.
“Customer Support Services” means the support services described in Section 2.1.
“Service Provider Support Services” means the support services set out in Section 2.3.
“Service Request” shall mean requests that not are related to Incidents but to usage of the Platform or the Service, any audit-related requests to prove that the Service or the Platform is compliant with rules and regulatory requirements as specified in the submitted Service Request and ad hoc queries from Users.
“Service Request Number” shall be given the meaning set out in Section 2.8.
“Support Manager” means the Service Provider’s overall responsible person for support issues in relation to the Customer, as provided in Section 2.9.2.
“Support Website” shall be given the meaning set out in Section 2.4.
“Technical Contacts” means the Customer’s contact persons to whom the Service Provider’s Support Services will be provided, as further defined in Section 2.9.1.
2. Support Services
2.1 Customer Support Services
2.2 The Customer shall provide and maintain an internal organisation that to a reasonable extent can manage, requests for assistance from the Users related to the Service or the Platform and other queries related to the Customer’s use of the Service or Platform, including but not limited to user access management, issues with Customer Data and bugs in the Service. In case the Customer is unable to solve or provide an adequate answer to the request, the Customer may escalate the issue to the Service Provider in accordance with this Schedule.
2.2.1 For the avoidance of doubt, the Customer is also responsible for the Customer’s systems, software, equipment and network access necessary for the Platform and the Service to function in accordance with the Agreement.
2.3 The Service Provider Support Services
2.3.1 The Service Provider agrees to use commercially reasonable efforts to provide the Service Provider Support Services to the Customer in respect of the Service and the Platform. The Service Provider may engage subcontractors to execute the Service Provider Support Services.
2.3.2 As from the Start Date for the initial Subscription, the Service Provider will make available to Customer the following support services in relation to the Service and the Platform:
(a) Support Website;
(b) Helpdesk Service; and
(c) Incident Resolution Assistance.
2.4 Support Website
2.4.1 The Service Provider will give Customer access to a website that will contain a knowledge database, product information and release information.
2.4.2 The website will also offer a frequently asked questions service enabling the Customer and to review answers to questions put forward by the Customer and other customers.
2.5 Helpdesk Service
2.5.1 The Service Provider will provide consultation and advice to the Customer’s Technical Contact directly over the telephone and/or by e-mail for technical questions regarding issues related to the Service and the Platform, and the use thereof.
2.6 Incident Reporting and Classification
2.6.1 Helpdesk Service and Incident Resolution Assistance will be provided subject to the reporting and classification of Incidents as follows, unless the Service Provider Support Service is requested through a Service Request and is regulated by Section 2.8.
2.6.2 Any Incident for which Customer requests Incident Resolution Assistance shall be reported by Customer’s Technical Contacts by using the Service Provider support tool available at the Support Website (“Incident Report“). The Incident Report shall contain a detailed description of the nature of the Incident, including but not limited to any error message, the conditions under which it occurs and other relevant data sufficient to enable the Service Provider to reproduce the reported Incident, to verify its existence and diagnose its cause. The Incident Report shall also contain Customer’s recommended priority (1-4) of the Incident and contact information to the Customer and the End-Customer (e-mail and telephone number);
2.6.3 All the Service Provider Support Services will be provided in English or Swedish. Therefore, any Incident Reports shall be drafted in English or Swedish.
2.6.4 Customer shall propose that the Incident shall be assigned to one of the below four Incident classes. The Service Provider shall then decide, in its reasonable opinion, to which class the Incident shall be assigned. Furthermore, the Service Provider shall assign an incident report number to the Incident Report (“Incident Report Number“). The Service Provider may re-classify an Incident.
2.6.5 Any Incident shall be assigned to one of the following Incident classes.
a) Critical Incident (P1)
Service not available to at least 50% of all users.
b) Serious Incident (P2)
]Significant degradation of service use of performance for at least 40 % of all users. Business can proceed as usual but with a large negative impact.
c) Moderate Incident (P3)
Lesser degradation of service use or performance for a smaller amount of users. Business can proceed as usual but with less efficiency.
d) Minor Incident (P4)
An Incident that does not qualify as a Critical, Serious or Moderate Incident. Business can proceed as usual with very minor or no hindrance.
2.7 Incident Resolution Assistance
The Service Provider will acknowledge receipt of Customer’s Incident Report and will use commercially reasonable efforts (i) to classify and assign an Incident Report Number to the Incident Report, (ii) provide the Customer with progress updates, and (iii) provide appropriate assistance to correct or alleviate the Incident reported in accordance with below objectives:
|Initial telephone response or automatic e-mail reply
|Target resolution time
|Every Business Day or as mutually agreed
|Work continuously **
|Every Business Day or as mutually agreed
|Every Business Day or as mutually agreed
|Starts immediately after initial response and will be worked on during Business Hours
|At least once every quarter
|As reasonably required
**) Shall be “Work continuously during the agreed time for Incident Resolution.
2.7.1 For the avoidance of doubt, the timelines set out in the table of this Section are estimates only, and the Customer shall not be entitled to any compensation in case such timelines cannot be met.
2.8 Service Requests
Helpdesk Service will also be provided upon the Customer’s Technical Contact submitting a Service Request, by using the Service Provider support tool available at www.connectel.io . Such requests shall be in English or Swedish. Service Requests will be assigned a number by the Service Provider (“Service Request Number”).
The Service Provider will make commercially reasonable efforts to provide an initial response to Service Requests within 1 business day. This timeline is nevertheless an estimate only and the Service Provider may not be held liable if such estimate is not met.
2.9 Customer’s Single Point of Contact for Support
2.9.1 The Customer shall designate one primary and one delegate individual (“Technical Contacts“) to serve as liaisons with The Service Provider. The Customer’s designated Technical Contacts shall be the sole liaison between the Customer and the Service Provider for the Service Provider Support Services. To avoid interruption of the Service Provider Support Services, the Customer shall notify the Service Provider whenever a Technical Contact is replaced by another individual.
2.9.2 The Service Provider will assign one individual to be overall responsible for all operational support issues in relation to the Customer (“Support Manager“)
2.10 Customer’s Obligations
The Customer agrees and undertakes to:
(i) provide the Customer Support Services;
(ii) ensure that only the Customer’s Technical Contacts contact the Service Provider with respect to the Service Provider Support Services;
(iii) ensure that Customer’s Technical Contacts are aware of the Service Provider’s support number, e-mail and web site address, the information required when reporting an event, and the contracted hours of operation of the Service Provider Support Services;
(iv) maintain up-to-date lists of software, installation history, hardware equipment, and other relevant information which may reasonably be required to enable the Service Provider to fulfil its obligations;
(v) on the Service Provider’s request, promptly provide reasonable information and assistance necessary for the Service Provider’s performance of the Service Provider Support Services;
(vi) always refer to the applicable Incident Report Number or Service Request Number in its contact with the Service Provider;
(vii) ensure that relevant and reasonable processes and procedures related to the Service and the Platform recommended by the Service Provider are implemented and adhered to by Customer;
(viii) attend all service review meetings provided for in Section 2.13.
2.11 Support Services not related to the Service or the Platform
2.11.1 Prior to sending the Service Provider an Incident Report, the Customer shall ensure that the reported Incident is attributable to the Service and/or the Platform.
2.11.2 Notwithstanding what is set out in the main agreement document, the Service Provider shall be entitled to reasonable compensation for any work carried out or time spent by the Service Provider as a consequence of reported Incidents that are not attributable to the Service or the Platform, or which fall outside of the scope of the support as set out in Section 2.12.
2.12 Scope of Support
2.12.1 The Service Provider Support Services will be provided to the Customer only and the Service Provider shall be under no obligation to provide the Service Provider Support Services to the Customer’s sub-contractors, if any.
2.12.2 The Service Provider’ obligation to provide the Service Provider Support Services shall not apply to the Service or the Platform if they have been used in a manner that fails to conform to the Service Provider’ written instructions or to the provisions of the Agreement.
2.13 Support Service Review Meetings
On either Party’s request, and no more frequent than twice per calendar year, the Parties shall review the Service Provider Support Services rendered, and the performance under this Schedule of either Party in relation to the support services, since the previous review. Such service review will be carried out by the Customer’s Technical Contacts and the Service Provider’s Support Manager in a telephone conference, unless Customer’s Technical Contact and the Service Provider’s Support Manager agree to meet in person, on each Party’s own expense.
2.14 Limited Warranty for the Service Provider Support Services
2.14.1 The Service Provider warrants that the Service Provider Support Services will be provided in a professional and workmanlike manner, in accordance with well-established software support business standards. The Service Provider makes no other warranties to the Customer with respect to the Service Provider Support Services furnished hereunder, and no other warranties of any kind, whether written, oral, implied or statutory, including warranties of merchantability or fitness for a particular purpose, non-infringement or arising from course of dealing or usage in trade, shall apply.
2.14.2 In the event of breach of the warranty set out in this Section the Customer is entitled to re-performance of the Service Provider Support Services, or if the Service Provider reasonably cannot perform the Service Provider Support Services as warranted, the Customer is entitled to terminate the Agreement and recover the part of the Fee for the Service paid during a period of three (3) calendar months prior to the termination of the Agreement as well as prepaid Fees related to the period affected by the termination. Such remedies shall be the Customer’s exclusive remedy and shall constitute fulfilment of all obligations and liabilities of the Service Provider with respect to the warranty under this Section.
3.1 Agreed Availability
3.1.1 The agreed Availability of the Service is measured per calendar month and is set out in the main agreement document, if any.
3.1.2 The Service is hosted by a third party. More information about the third party’s hosting service and the availability of such service can be found in the Specification for the Service. For the avoidance of doubt, the Service Provider does not provide any warranties, implied or expressed, in relation to the availability of the third party hosting service and may not be held liable for the third party hosting provider’s failure to comply with such service levels.
3.2 Downtime for which the Service Provider is not Responsible
3.2.1 The Service Provider is not responsible for downtime or any other failure to satisfy the agreed service level if the Service Provider can show that it was caused by any of the following circumstances and provided that the said circumstance was not directly attributable to the Service Provider:
(a) any of the circumstances listed in Section 15.5 and 15.6 of the Customer Terms of Service; or
(b) virus or other attack on security, despite the Service Provider having taken professional security measures, any Force Majeure Event or the Service Provider restricting the Customer’s access to the Service in accordance with the Agreement.
3.3 Reporting of Downtime
3.3.1 Downtime is only reported after it has been registered by the Service Provider. Downtime may be registered by means of an automatic alarm, a report by the Customer in a manner agreed between the Parties or upon discovery by the Service Provider. The Customer is responsible for ensuring that if it reports an Incident, that it is reported in a manner compliant with this Schedule.
Except where otherwise agreed, the Service Provider has responsibility for defraying the cost of and implementing tools capable of measuring the agreed service level. The measuring point for the Availability is the Connection Point.
3.5.1 Within fifteen (15) days of the end of each calendar month or other agreed period, the Service Provider shall provide the Customer with a report on the measurements made of the agreed service level. Unless otherwise agreed, the report is made available in the manner reasonably determined by the Service Provider from time to time.
3.5.2 The Technical Contacts are to receive the report referred to in Section 3.5.1 except where otherwise is agreed between the Parties.
3.5.3 The Parties may agree on a specific plan describing how non-conformities and disturbances are to be reported between the two Parties.
3.6 Price Reductions in Event of Failure to Reach Agreed Level of Service
3.6.1 If the Availability is below the agreed level of Availability for the Service, the Customer is entitled to a price reduction by five (5) % of the monthly Fee for the Service, including for any Additional Users, and the availability and support, per one (1) percentage point the availability fails to comply with the service level. The maximum price reduction is set out in the main agreement document.
3.6.2 To avoid losing the right to a price reduction, the Customer shall submit a claim for price reduction by no later than the end of the calendar month following the month in which the report is sent to the Customer as a referred to in Section
3.5.1. The price reduction will be made on the following invoice sent to the Customer. If the Service Provider shall not send out any additional invoices to the Customer, the Customer shall receive reimbursement within thirty (30) calendar days from when the claim was made.
3.6.3 The Service Provider is responsible for failure to satisfy the agreed level of service only in accordance with the conditions of this Section 3.6. Over and above this the Customer has no right to damages or any other compensation on account of deviations from the service level, except in the event of wilful misconduct or gross negligence.