Service level agreement

SOFTWARE AS A SERVICE (SaaS) SERVICE LEVEL AGREEMENT

1: Introduction

This Service Level Agreement ("SLA") is a policy governing the use of the ReliaSoft Cloud ("Service") by any Service Customer ("Customer") under the terms of the End User License Agreement between HOTTINGER BRUEL & KJAER UK LTD, A COMPANY INCORPORATED IN THE UNITED KINGDOM, WHOSE REGISTERED NUMBER IS 1589921 AND WHOSE REGISTERED OFFICE IS AT TECHNOLOGY CENTRE, ADVANCED MANUFACTURING PARK, BRUNEL WAY, CATCLIFFE, ROTHERHAM S60 5WG ("Provider") and the Customer.

BY ACCESSING AND/OR USING THE SERVICE THE CUSTOMER AGREES TO THE TERMS OF THIS SLA WHICH WILL BIND THE CUSTOMER AND ITS EMPLOYEES, AS APPLICABLE.

2. Service Commitment

Provider will use commercially reasonable efforts to make the Service available 97% of the time during each monthly billing cycle, excluding scheduled maintenance, emergency maintenance, and any unavailability caused by circumstances beyond Provider’s reasonable control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, or other labor problems (other than those involving Provider employees), or Internet service provider failures or delays.

3: Definitions

  • "Service Availability": The time the Service is available for access and use as specified under clause 6.1 hereof.
  • "Scheduled Maintenance": Maintenance periods announced at least 48 hours in advance, usually occurring outside of peak usage hours.
  • "Emergency Maintenance": Unscheduled maintenance necessary for security patches or urgent fixes.
  • "Downtime": The time the Service is not capable of being accessed or used by the Customer, as monitored by the Provider, excluding Scheduled and Emergency Maintenance.

4. Service Levels

4.1 Availability

  • Service Availability: Provider warrants that the Service will be available 97% of the time within a monthly billing cycle.
  • Monthly Uptime Percentage: calculated by subtracting from 100% the percentage of continuous 5-minute periods of Downtime suffered in a month. Monthly Uptime Percentage measurements exclude downtime resulting (directly or indirectly) from any ReliaSoft SLA Exclusions defined in Section 8 below.

4.2 Response Time

  • Support Response Time: Provider will respond to support requests based on the severity of the issue:
    • Critical Issues: Response approximately within 1 hour.
    • Major Issues: Response approximately within 4 hours.
    • Minor Issues: Response approximately within 24 hours.

Response times quoted are on the best-effort basis and during normal business hours of the relevant responsible office of the Provider.

5. Measurement and Reporting

Service availability will be measured by Provider’s monitoring tools. Customer will have access to service availability reports upon request.

6. Remedies

6.1 Service Credits

  • The Service will achieve System Availability (as defined below) of at least 97% during each calendar year of the Subscription Term. "System Availability" means the number of minutes in a year that the key components of the Service are operational as a percentage of the total number of minutes in such year, excluding downtime resulting from (a) scheduled maintenance, (b) events of force majeure, (c) malicious attacks on the system, (d) issues associated with the Customer's computing devices, local area networks or internet service provider connections, or (e) inability to deliver services because of acts or omissions of Customer or any user.
  • Provider reserves the right to take the Service offline for scheduled maintenance for which Customer has been provided reasonable notice and Provider reserves the right to change its maintenance window upon prior notice to Customer.
  • If Provider fails to meet System Availability in the year, upon written request by Customer within 30 days after the end of the year, Provider will issue a credit in Customer’s next invoice in an amount equal to 1% of the yearly fee for the affected Service for each 1% loss of System Availability below stated SLA per Service, up to a maximum of the Customer’s fee for the affected Service. If the yearly fee has been paid in advance, then Provider shall provide a credit to Customer to use the Service for an additional relevant term (extension). The remedy stated in this paragraph is Customer's sole and exclusive remedy for interruption of the Service and Provider's failure to meet System Availability.

6.2 Claim Procedure

  • To receive a service credit, Customer must submit a claim by emailing ReliaSoft.Support@hbkworld.com within 30 days of the end of the month in which the Service level was not met. The claim must include:
    • The dates and times of each incident of Downtime.
    • A description of the events during the Downtime.

7. Customer Responsibilities

Customer must:

  • Notify Provider immediately of any issues.
  • Use the Service in compliance with the Subscription Agreement.
  • Provide Provider with access to the necessary resources for troubleshooting issues.

8. Exclusions

The SLA does not apply to any:

  • Services that are not part of the Service as defined in the Subscription Agreement.
  • Downtime caused by factors outside Provider’s reasonable control.
  • Downtime resulting from any actions or inactions of Customer or any third parties.
  • Downtime resulting from Customer’s equipment or third-party equipment.

9. Changes to SLA

Provider may amend the terms of this SLA by providing Customer at least 30 days' advance notice. The amended SLA will become effective at the beginning of the next monthly billing cycle.

10. Governing Law

This SLA will be governed by the laws of England.

11. Contact Information

For any questions regarding this SLA, please contact ReliaSoft.Support@hbkworld.com.

HOTTINGER BRUEL & KJAER UK LTD
11th of November 2024

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