Service Level Terms Inter8 Cloud Services. Service Level Terms Inter8 Cloud Services

Transcription

1 Date 7 July 2015

2 SERVICE LEVEL TERMS INTER8 CLOUD SERVICES Article 1. Definitions In these Service Level Terms ( SLT ), the following terms, indicated with a capital, whether single or plural, will have the following meaning. Other terms indicated with a capital that are not defined below, are defined in the applicable terms and conditions. Actual Availability: Constructive Maintenance: Consultancy: Corrective Maintenance: Desired Availability: Emergency Situation: Error: Helpdesk: Inter8: means the percentage of time the Platform was actually available in a given period; means maintenance that is performed by Inter8 and that consists of i) launching Updates and/or Patches of the Platform and/or ii) performing requests for change initiated by the Customer; means advice, training or assistance given to the Customer by a Billing Consultant on the optimum use of the CloudBilling or Cord Platform or activities performed by a Billing Consultant on behalf of the customer for the purposes of using the Platform. means maintenance performed in order to fix Errors; means the target availability level, as a percentage of time, of the Platform in a given period; means the situation where the access to and the use of the Platform is entirely or on critical elements impossible and/or where the entire Platform will be unavailable if Inter8 does not take immediate action; means the substantial and reproducible failure of the Platform to perform in accordance with the Documentation and/or the interrupted or insufficient availability of the Platform in breach of the Desired Availability; means the service point that Inter8 that can be contacted by the Customer in case of questions regarding the Platform; means the limited liability company Inter8- NL B.V., having its statutory residence at (1213VB) Hilversum at the Laapersveld 61, registered at the Chamber of Commerce under number Page 2 of 11

3 Included Consultancy: Maintenance: Maintenance Window: Platform: Preventative Maintenance: Recovery Time: Response Time: Supplementary Package: Support: Training: Working days: means consultancy that is included in the standard SLA. This is limited in duration but increased consultancy can be purchased as part of a Supplementary Package. means the collective of Constructive, Corrective or Preventative Maintenance; means the time period from 22:00 to 8:00 AM, Dutch Time Zone; means the CloudBilling or Cord service; means the maintenance performed by Inter8 in order to prevent Errors; means the amount of between the time when Inter8 determines an Error or the Customer notifies Inter8 regarding an Error and the time when the Error is completely solved or a workaround or temporary fix is implemented to allow the service to continue. means the amount of between the time when the Customer notifies Inter8 regarding an Error and the time when Inter8 starts efforts to solve the Error; means a purchasable package that entitles the customer to increased amounts of Included Consultancy, reduced response times and other benefits as detailed in the particular package contract. means investigations and corrective measures taken by Inter8 to overcome issues related to hardware or software failures in the CloudBilling or Cord Platform. means instructions delivered by Inter8 on how to best use the CloudBilling or Cord Platform. Also includes electronic instruction material available through the Helpdesk or delivered to the Client. means Monday through Friday, with the exception of official holidays as recognized in the Netherlands or in South Africa. Page 3 of 11

4 Article 2. Purpose and applicability of the SLT 2.1 This SLT is an Exhibit to the Agreement. The conditions stipulated in the Offer Letter and the applicable terms and conditions (being either the License and Service Terms or the On- Premise Install Terms) apply in full to this SLT. 2.2 Parties have the responsibility to inform each other in a timely manner regarding issues that are of importance for a successful performance of this SLT. 2.3 The remedies stated in this SLT are the sole remedies of the Customer regarding Maintenance and/or Actual Availability. Article 3. Helpdesk 3.1 Inter8 offers Support by way of the Helpdesk. The Agreement describes which Support is included in the purchased service and if so, how much Support per month (in minutes or ) is included; if not specified, Support is provided and charged on a time/material basis. 3.2 The employees of the Helpdesk shall use their best effort to provide assistance on the use and operation of Platform. When Contact Working Days by raising a ticket on by support@inter8.co by telephone: by mail: Inter8- NL BV, Laapersveld 61, 1213 VB, HILVERSUM, Netherlands Other by raising a ticket on by support@inter8.co by mail: Inter8- NL BV, Laapersveld 61, 1213 VB, HILVERSUM, Netherlands 3.3 In case of contact by telephone, the helpdesk employee will provide an assessment of the Recovery Time. In case of contact by e- mail, a Helpdesk employee will contact the Customer within the target response time. All Blocking issues must be reported by telephone in addition to raising a ticket on or by support@inter8.co. Article 4. Availability 4.1 Inter8 will strive to achieve Actual Availability for the Service twenty- four (24) a day, seven (7) days a week throughout the year of 99.5%. Inter8 will calculate the Actual Availability on a yearly basis, as follows: DB = GB - interruption GB * 100%, Page 4 of 11

5 DB = Actual availability GB = Desired availability Unavailability ['Interruption'] = number of minutes in period Platform is not available. 4.2 Non- availability due to causes beyond Inter8 s control, force majeure or Emergency Situations will not be included as unavailability in calculating Actual Availability. 4.3 Non- availability due to constructive, corrective or preventative maintenance will not be included as unavailability in calculating Actual Availability 4.4 Non- availability caused by software, hardware, the customer system or other technical infrastructure of the Customer and/or by action or omission of the Customer itself, will not be included as unavailability in calculating the Actual Availability. This includes time waiting for replies or clarifications from customers to questions during system non- availability. 4.5 Barring proof to the contrary, the availability and service level measured by Inter8 shall be conclusive evidence. 4.6 The Customer shall notify Inter8 at all times of all circumstances that may affect the Platform and the availability of the Platform. 4.7 If the Desired Availability is not achieved, the sole and exclusive remedies that apply are those below. Article 5. Maintenance 5.1 Inter8 will carry out Maintenance, insofar as possible during the Maintenance Window. If Maintenance is carried out outside the Maintenance Window, Inter8 will strive to carry out the Maintenance outside Working Days. 5.2 The Customer accepts that, as a result of Maintenance and/or Updates/Patches, the functionalities of the Platform may change and/or the interoperability with third party software/hardware may be lost. Inter8 is entitled to charge Customer the then current fees for amending the Platform and/or the operability with the third party software/hardware. In the event Inter8 suspects that Maintenance and/or Updates/Patches will lead to changes to the Platform and/or the interoperability with third party software, it will inform Customer thereof on a timely basis. Article 6. Preventative Maintenance 6.1 Preventative Maintenance is performed upon Inter8 s initiative and will, be performed on a regularly basis. 6.2 Inter8 will inform the Customer by e- mail regarding the planned Preventative Maintenance at least ten (10) days in advance. In the event Inter8 suspects that the Preventative Maintenance will lead to Errors, it will inform the Customer thereof. 6.3 In case of an Emergency Situation, Inter8 may deviate from article 6.2, insofar as it deems necessary. Inter8 will inform the Customer as soon as possible about the Emergency Situation, the activities to be carried out and the estimated duration. Page 5 of 11

6 Article 7. Corrective Maintenance 7.1 Inter8 will endeavor to fix Errors in the Platform in so far as the relevant Platform was developed by Inter8 itself and Inter8 has received detailed notification in writing of the Errors in question. 7.2 If Inter8 detects an Error or if the Customer notifies Inter8 of an Error, Inter8 will process the notification as soon as possible and assign a level of priority to the Error. The following priorities are employed: Urgent (i.e. priority 1): the Service cannot be used, without correction of this Error; High (i.e. priority 2): the Service can be used, but the use of the Service is severely hindered or severely limited by the Error; Medium (i.e. priority 3): an Error that occurs daily and hinders End- users in using the Service. The Error needs to be corrected in the next Update or Patch of the Service. The date for the release of the next Update or Patch will be determined jointly by Parties. Low (i.e. priority 4): an Errors that occurs weekly and hinders End- users in using the Service. or an Error that causes only minor inconvenience that must be corrected, but has no priority for Customer. 7.3 The priority of the issue will be determined by Inter8. The Customer should inform Inter8 as soon as they receive notification of the priority if they believe that the priority set is incorrect. 7.4 Inter8 will use its best endeavors to meet the following Response Times and Recovery Times for Issues: PRIO LEVEL TARGET RESPONSE TIME 1 Urgent 95% < 30 minutes 2 High 95% < 60 minutes 3 Medium 95% < 8 4 Low 95% < 8 TARGET RECOVERY TIME 95% < 4 95% < 12 At or before next release of software In future release of software TARGET UPDATE NOTIFICATION Every Hour Every 3 Hours Ad- hoc when status changes Ad- hoc when status changes TIME SPAN 24x7 Office Office Office * Note that if something is reported as an issue and is subsequently identified as a training or consultancy item (i.e. not resulting from an error in the hardware or software of the CloudBilling or Cord Platform) then these will be billed as Additional Services at the standard consultancy rates Page 6 of 11

7 7.5 As and when necessary, Inter8 may postpone the fixing of Errors until the launch of an Update or Patch. 7.6 Inter8 is entitled to install temporary solutions, program bypasses or problem- avoiding restrictions in the Platform. 7.7 Inter8 is not obliged to fix Errors Inter8 reasonably believes was caused by (a) the Customer s modifications to the Platform; (b) operation of software other than the Platform (for example, operating system or database software) or any hardware or other equipment owned by the Customer; (c) use of the Platform in conjunction with the Customer s data that does not conform with the format of data as required for the Platform, (d) misuse by the Customer of the Platform, or (e) Customer s failure to use an Update delivered to the Customer by Inter8. In the event Inter8 provides Error correction services and, in doing so, reasonably determines that the Error was not caused by the Platform, Inter8 shall be entitled to charge and the Customer shall pay for the time and materials expended at Inter8 s then- standard commercial rates. 7.8 The table in 7.4 above lays out the standard target response times. These may be further enhanced by the purchase of a Supplementary Package. Article 8. Requests for Training and Advice 8.1 Inter8 can provide access through its Helpdesk to Consultancy. The Agreement states if Consultancy is included in the purchased service and if so, how much Consultancy per month (in minutes or ) is included; if not specified, Consultancy is provided and charged on a time/material basis. 8.2 Inter8 will use its best endeavors to meet the following Response Times for Training and Consultancy requests. Where this falls outside of the Included Consultancy the costs thereof would be quoted and agreed under Additional Work agreements or as part of a supplementary Package. This table therefore lays out response times and not cost implications. PRIO SERVICES TARGET RESPONSE TIME 3 - Operational Support during actual billing run (to be pre- arranged)* 4 - Operational Support and training requests 4 - Sizing and quotes of RFC s 95% < 2 95% < 8 TARGET RECOVERY TIME 95% < 48 TARGET UPDATE NOTIFICATION Every Day TIME SPAN Office 95% < 4 days Every Week Office 95% < 24 95% < 7 days Every Week Office * Subject to fair usage and individual contract agreements Page 7 of 11

8 Article 9. Constructive Maintenance 9.1 Inter8 will offer Updates and/or Patches at its sole discretion. 9.2 If the Customer requests Constructive Maintenance, Inter8 will provide the Customer with an offer regarding the costs thereof. If the Customer accepts the offer, the relevant costs will be invoiced at the end of the month, including a detailed overview of the activities performed. Article 10. Reports 10.1 At the end of each quarter Inter8 will compile a report, which will state: i) the number of Errors and the duration thereof over the previous quarter; ii) the cause of the Errors; iii) the Response Times and Recovery Times This report will be available to the Customer on request, by ing the Helpdesk. Article 11. Security 11.1 Inter8 will take all reasonable and suitable organizational and technical security measures to protect the continuity and the performance of the Platform CloudBilling and Cord are hosted in data centers that comply with key industry standards, such as ISO 27001, ISO 9001, and ISO 20000, for security and reliability. Yearly audits are being conducted to ensure continued conformation to these industry standards as well as the highest level of professional hosting services The following security measures has been taken regarding physical access to the datacenters: a. Platform services are delivered through a network of datacenters based in the Netherlands, each designed to run 24 x 7, and each employing various measures to help protect operations from power failure, physical intrusion, and network outages; b. The datacenters are compliant with applicable industry standards for physical security and reliability; managed, monitored, and administered by operations staff; c. Highly secured access mechanisms is used, limited to a small number of operations personnel, who must regularly change their administrator access passwords. Datacenter access, and authority to open datacenter access tickets, is controlled by the network operations director in conjunction with local datacenter security practices The Platform is designed to provide Defense in Depth, reducing the risk that failure of any one security mechanism will compromise the security of the entire environment. The Defense in Depth layers include: a. Filtering routers reject attempts to communicate between addresses and ports not configured as allowed. This helps to prevent common attacks that use drones or zombies searching for vulnerable servers. Although relatively easy to block, these types of attacks remain a favorite method of malicious attackers in search of Page 8 of 11

9 vulnerabilities. Filtering routers also support configuring back end services to be accessible only from their corresponding front ends; b. Firewalls restrict data communication to (and from) known and authorized ports, protocols, and destination (and source) IP addresses; c. TLS with at least 128 bit cryptographic keys is used to protect control messages sent between datacenters and between clusters within a given datacenter; d. Security patch management is an integral part of operations to help protect systems from known vulnerabilities. The platform utilizes integrated deployment systems to manage the distribution and installation of security patches; e. Security is monitored with the aid of centralized monitoring, correlation, and analysis systems that manage the large amount of information generated by devices within the environment, providing pertinent and timely monitoring and alerts; 11.5 The following security measures have been taken regarding the protection of data: a. Each layer of the platform infrastructure is designed to continue operations in the event of failure, including redundant network devices at each layer. Failover is in most cases automatic (requiring no human intervention), and the network is monitored by the Network Operations Center 24x7 to detect any anomalies or potential network issues; b. Inter8 will backup regularly all data and will keep these backups at a different location. Article 12. Term 12.1 With regard to the term, the applicable articles in the Agreement apply In the event the Agreement is terminated, for whatever reason, this SLT will also automatically terminate. Article 13. Remuneration 13.1 The remuneration that applies to the Support performed under the SLT are stated in the Agreement. Article 14. Exclusive Remedies 14.1 If Inter8 attributably fails to meet the Desired Availability, Customer will inform Inter8 regarding the default ( SLT Notice ). The SLT Notice is either yellow or red, as laid down in the below schedule. Customer agrees that the SLT Notice must be sent within 30 days after the month upon which the SLT Notice applies, upon pain of forfeiture of the SLT Notice and all related rights and remedies. Actual Availability SLT Notice > 99,5% No SLT Notice 90%- 99,5% Yellow SLT Notice Page 9 of 11

10 < 90% Red SLT Notice 14.2 Customer may only use one (1) SLT Notice per month. A yellow SLT Notice is without any direct remedy or (legal) consequence. If, however, in the subsequent month, a second yellow SLT Notice for the same service level has been sent by the Customer, the SLT Notice will become red. If, however, in the subsequent month, no SLT Notice for the same service level applies nor has been sent by the Customer, the first yellow notice will expire For a red SLT Notice, the following, exclusive remedy schedule will apply Red SLT Notice First Red SLT Notice Second Red SLT Notice Third Red SLT Notice Fourth Red SLT Notice Fifth Red SLT Notice Exclusive remedy 5% discount on the Monthly Fee actually paid* 10% discount on the Monthly Fee actually paid* 20% discount on the Monthly Fee actually paid* 35% discount on the Monthly Fee actually paid* 50% discount on the Monthly Fee actually paid* * Monthly Fee relates to the fees that are charged to Customer for using the CloudBilling and/or Cord platform and excludes additional items charged for consultancy or support 14.3 The discount due based on article 14.3 will be settled at the end of the calendar year with the invoice for the last month of the year. If Customer believes that the discount given is too low, Inter8 will investigate the complaint of Customer and will pay the difference due if the complaint is valid If Customer sends more than 5 Red SLT Notices within one calendar year, Customer has the right to terminate the Agreement. This termination will in that case be effective at the end of the calendar year in which more than 5 Red SLT Notices were sent. Article 15. Compatibility 15.1 Inter8 provides various connectors to our applications for integration between external applications and the Inter8 suite of products. It is the customer s responsibility to ensure that the version of the systems that they are running are supported by the Inter8 connectors. Inter8 undertakes to inform the customer in writing giving 6 months notice of any older versions that will no longer be supported. Should the customer plan to upgrade to a newer version they should contact Inter8 and enquire whether any upgrade activities need to be performed to ensure continued compatibility. Any Page 10 of 11

11 upgrades done without this consultation may not operate correctly and Inter8 accepts no liability in this case. Article 16. Fair Use 16.1 Inter8 assumes fair use of the CloudBilling and Cord service by Customer. When Customer in the opinion of Inter8 does not use the CloudBilling or Cord services in a fair manner, Inter8 is entitled to change the active contractual agreements and agree with Customer upon additional usage criteria and/or additional charges With respect to the usage of the CloudBilling service, at least the following fair use clauses apply: a. Processing of purchases in CloudBilling: Changes in rules and product/customer cluster structures can prompt recalculation of invoices. This requires a single purchase to be processed multiple times. Inter8 assumes that an average purchase is processed in CloudBilling by Customer at most 30 times a month (once a day) for a single invoice. If this amount is exceeded, Inter8 will contact Customer and agree on different or additional terms of usage. b. Transformations: Once a transformation (to HTML, PDF, CSV, etc.) is created, it can be kept up to date with the underlying invoice(s). This means that every change to the invoice afterwards, causes the transformation to be performed again. Inter8 assumes a transformation is processed in CloudBilling by Customer at most 30 times per month (once a day) per invoice. If this amount is exceeded, Inter8 will contact Customer and agree on different or additional terms of usage. c. Storage: Inter8 reserves the right to remove underlying data for invoice generation (purchases, invoice lines, etc.) from the CloudBilling platform after a period of 6 months. The generated invoices will be stored for the amount of time agreed upon in the contract. The option exists to store the underlying data for a longer period of time. If Customer requires this, Customer will contact Inter8 and agree on terms of additional storage With respect to the usage of the Cord service, at least the following fair use clauses apply: a. Storage: Inter8 reserves the right to remove audit log data and statistical data from the Cord platform after a period of 12 months. The option exists to store the data for a longer period of time. If Customer requires this, Customer will contact Inter8 and agree on terms of additional storage. Article 17. Changes to the SLT 17.1 Inter8 reserves the right to modify this Agreement at any time by giving 30 days notice to the customer of such change. Continued use of the CloudBilling or Cord service indicates customer s acceptance of the amended Service Level Terms. Page 11 of 11