Service Level Agreement

Exhibit A: Service Level Agreement

The support services provided to Customer by Ceros

 

1. Hosting

1.1 Ceros will procure, set up and maintain hardware and software to support commercially reasonable usage of the Deliverables including bandwidth, storage and data-transfer capacity.

1.2 In the event that Ceros intends to perform any scheduled maintenance that may affect the Customer’s ability to use the Deliverables, it shall give not less than two weeks prior written notice to the Customer of such intention.

 

2. Hardware and Software Security

2.1 Ceros shall ensure that all hardware and software used in respect of the Platform is hosted within facilities that comply with customary industry practices as to security, including (without limitation):

2.1.1 manned security 24/7 by trained, uniformed security staff to provide a deterrent to unauthorized access;

2.1.2 CCTV, with time-lapse videoing, both internally and externally providing information to a security control on possible intrusion;

2.1.3 proximity cards control access within the facility; and

2.1.4 protected by recognised anti-virus and security software products, maintained and updated with current libraries and latest patch versions.

 

3. Monitoring

Ceros shall monitor all servers and core network devices using “websitepulse” monitoring software with a 24/7 alert procedure. Ceros shall provide Customer a monthly report detailing any unavailability of the Deliverables. Ceros shall promptly inform Customer’s Support Contact in the event Ceros becomes aware of any problems or potential problems related to the Customer’s ability to use the Platform in accordance with the terms of this Agreement.

 

4. Backup & Recovery

Ceros shall throughout the Term carry out daily backups of data relating to the Deliverables.

 

5. Availability of the Platform

5.1 Platform availability shall be calculated according to the following formula: (Unscheduled monthly downtime (mins) / Total monthly minutes).

5.1.1 Unscheduled monthly downtime means any downtime caused by Ceros (excluding scheduled downtime) or any defect or error in the software.

5.1.2 Total monthly minutes is a calculation of the number of minutes in the given month. For example, Total monthly minutes for January = 31 days = (31 x 24 hours) x 60 minutes = 44,640 minutes.

 

5.2 Ceros shall use reasonable endeavors to achieve its target of 99.9% Availability in each month during the Term. In this calculation (and for the purposes of paragraph 5.3 below) no account shall be taken of time lost to scheduled maintenance and/or factors outside the control of Ceros (i.e., such downtime will be subtracted from the total monthly minutes). Factors outside the control of Ceros include, but are not limited to:

5.2.1 faults associated with Customer’s computer or network equipment;

5.2.2 power outages or other force majeure events;

5.2.3 performance of or interference by any third party systems or third-party controlled resources;

5.2.4 use of the Platform for any purpose other than the Intended Purpose; or

5.2.5 faults caused by any breach of the Agreement by Customer.

 

5.3 Should availability fall below the target set out in Section 5.2, in any month during the Term, Customer shall be entitled to a refund calculated in accordance with the following formula (where the refund percentage is in accordance with the table in this Section 5.3):

(Term Price multiplied by Refund Percentage) divided by 12

Platform Availability falls below target Availability by: Refund Percentage
Up to 1% 5%
Over 1% and up to 3% 10%
Over 3% and up to 5% 15%
Over 5% and up to 7% 20%
More than 7% Total refund for the applicable month

 

 

6. Chronic Downtime

In the event that, in any three consecutive month period during the Term of the Subscription Service, unscheduled downtime exceeds 7% per month as outlined in the above table (“Chronic Downtime”), then Customer may, as its sole and exclusive remedy, terminate the Subscription Service affected by the Chronic Downtime, without penalty or liability to Ceros, and shall receive a prorated refund for any prepaid fees commensurate with the remaining portion of the subscription period.

 

7. Support

7.1 Chat support: during Support Hours (defined below), Customers have access to the Ceros Customer Success Team via an in-app chat widget for assistance with general Ceros functionality and daily activity associated with use of the Platform. Chat response is typically provided in under 10 minutes during Support Hours.

7.2 Email support: In addition, Ceros shall provide email support to the Customer’s Support Contact for problems relating to the general operation of the Platform in performing its Intended Purpose. Support can be contacted via email at support@Ceros.com

7.3 Ceros shall respond to email support requests within four hours of receipt during Support Hours (defined below). “Support Hours” are Monday to Friday between 0800hrs EST and 1800hrs EST. Ceros will respond to email support requests received outside of Support Hours within four hours of the commencement of the next Service Hours.

Email support requests are categorized as Critical, Major or Minor. Upon receipt of a support request from Customer, Ceros support shall agree upon the appropriate category with the Customer in accordance with the definitions below. Categories and the associated target resolution times are detailed below.

 

Support Request Category Definition Target Resolution Time
Level 1: Critical Content production or front-end functionality is severely impacted, unavailable, or there are data integrity problems with no workaround available. 24 Hours
Level 2: Major Major Mission-critical functionality is persistently experiencing significant performance degradation affecting many users. No acceptable workaround exists. 48 Hours
Level 3: Minor Minor Degraded performance for some but not all users. Bug or resource error with a short-term, but ultimately unscalable, workaround. 72 Hours

 

All queries and requests for support pursuant to this Section 7.3, regardless of category, should be raised by the Customer’s Support Contact by email to support@Ceros.com.

 

7.4   The Target Resolution Time is the anticipated maximum time taken to return expected levels of Platform performance in accordance with Platform documentation available at support.Ceros.com, but Ceros will use best endeavors to achieve resolution in a lesser number of hours. Should Target Resolution Time exceed those set out in Section 7.3, Customer shall be entitled to a refund calculated according to the following formula:

(Term Price multiplied by Penalty Percentage) divided by 12

Where the Penalty Percentage is equal to:

(a) 2% if the relevant Target Resolution time is exceeded by 100%, (b) 4% if the relevant Target Resolution time is exceeded by 200%,
(c) 6% if the relevant Target Resolution time is exceeded by 300%, or
(d) 8% if the relevant Target Resolution time is exceeded by 400% or greater.

If at any time during the Term, the cumulative Penalty Percentage accrued by Ceros shall exceed ten percent (10%) of the Term Price, Customer may terminate the Agreement upon written notice.