SaaS Terms & Conditions These SaaS Terms and Conditions ( SaaS Terms ) are part of the Serraview Services Agreement ( Agreement ) which governs Client s (also referred to herein as you or your ) use of the Serraview Services, and incorporates the following additional terms and conditions: a) The Order Form, that describes the specific Services Client is purchasing and related Fees; b) The General Terms and Conditions containing the general terms and conditions applicable to the use of all Serraview Services; c) These specific Service Terms and Conditions containing additional terms applicable to the particular Services you are purchasing; d) Serraview s Terms of Use; and e) Serraview s Privacy Policy. The Agreement is effective as of the earlier of the date that you begin using the Services or execute an Order Form ( Effective Date ). Any capitalized terms used but not defined in these Service Terms and Conditions shall have the meaning identified for such terms in the General Terms and Conditions. 1. Additional Definitions The following capitalized terms shall for purposes of these SaaS Terms and Conditions have the meanings ascribed to them below: Business Day means Monday through Friday United States eastern time, excluding federal public holidays in the United States. Business Hours means the hours between 8am to 8pm on any Business Day. Client Support Contacts means the Client Personnel who are authorized to contact Serraview for Support. Correct Invoice means an Invoice where: i. The invoice amount is correctly calculated and due for payment; i. The Client is able to ascertain the items of Services to which the invoice relates and the amount payable in respect of each item; ii. iii. The invoice is accompanied (where necessary or on the Client s request) by verifying documentation; and The invoice complies with appropriate Law. Disaster Recovery Site means the version of the System for use in the event the Production Site is rendered unavailable and hosted from the disaster recovery data center that is geographically remote to the production data center.
Error means any failure of the Services to comply in any material respect with functional specifications set forth in applicable Documentation. Floor Plan means a CAD diagram that is to scale, showing the relationships between rooms, work points, spaces and other physical features on a single level of a building or structure. Load Floor Plan means the Load New Floorplan and Load Updated Floorplan services as described in the Order Form(s) and/or Documentation. Relationship Manager means the person nominated as the Relationship Manager for a party to manage the working arrangements between the Parties under this Agreement. Serraview Site means the website whereby the Client can access the System for use of the Services under this Agreement. Service Fault means the occurrence of an Error that results in a failure to meet a Service Level. Service Level means the performance and/or uptime targets specified for the Production Services, as specified in this SaaS Terms and Conditions. Support Email means support@serraview.com. Support Help Desk Number means the help desk telephone number listed on the Serraview Website http://www.serraview.com/contact.aspx. Support Portal means the help site accessible via the System. Support Ticket means a record in Serraview s Support management system identifying an Error, Fault or other covered Support issue. System Maintenance means System hardware or software upgrades, repairs, patches and configuration changes. Test Site means a version of the System provided to you for the purpose of testing functionality in a non-production environment. Workpoints" means the sum of the workpoints field for all spaces marked allow org unit allocations as measured via the System. 2 Provision of Hosted Services 2.1 Client Support Process Serraview will provide Support to the Client Support Contact(s) during Business Hours in accordance with the Service Levels. Support will be provided via the Help Desk, Support Email and Support Portal. Serraview will provide a Support Ticket for all Errors and Faults that are reported. 2.2 Normal Operations During normal operations, Serraview will provide the Services via the Production Site. 2.3 Business Continuity & Disaster Recovery
a) Serraview will maintain a Disaster Recovery Site for use if the Production Site is rendered unavailable. In such a case, Serraview may redirect the Client to the Disaster Recovery Site for use of the Services within Serraview s Recovery Time Objective of 8 hours. b) The Disaster Recovery Site will have a recent copy of the Production Data. This copy of the Production Data may be a number of hours old, in line with the Serraview s Recovery Point Objective (RPO) of 24 hours. As the Production Data on the Disaster Recovery site may not be totally current, Serraview may keep the Disaster Recovery Site in read only mode for up to twelve (12) hours after a disaster while it restores access to the Production Site and current Production Data. c) Serraview will maintain a business continuity plan and test it at least once a year. 2.4 Test Services As required during the Term, Serraview may maintain one or more Test Sites for the purpose of testing functionality in a non-production environment. 2.5 Data Backup Serraview will during the Term make, store and retain backup copies of Production Data as specified in the Service Levels. 2.6 System Maintenance a) Subject to the following, Serraview will perform System Maintenance during the Term whenever required in Serraview s reasonable judgment. b) System Maintenance activities that are necessary to restore the Services to working order or protect against a substantial risk threatening the Services or Client Data ( Emergency Maintenance ) may be undertaken by Serraview at any time. Where Serraview undertakes such maintenance, it will notify the Client if the maintenance causes or will cause the Services to be unavailable for longer than two minutes. Serraview will report to the Client, when requested to do so by the Client, on the steps being taken to restore the Services and the anticipated time to restoration. c) Outside of Emergency Maintenance, System Maintenance activities which may adversely affect the operation or availability of the Production Site ( Scheduled Maintenance ) must be scheduled during times whereby: i. Serraview has provided notice at least 48 hours in advance, and has scheduled the System Maintenance for outside of Business Hours; or ii. Serraview has otherwise agreed with the Client in advance. 2.7 Service Monitoring & Reporting a) Serraview will actively monitor the Services to detect and prevent Faults. b) Upon request by the Client, Serraview will provide reports detailing Serraview s performance against the Service Levels. 2.8 Service Upgrades
a) Serraview will, at its sole discretion, prepare and deploy new or upgraded versions of the System to improve performance and service quality, support alternative business processes, address Error correction and legal requirements or to maintain the competitiveness of the Services. b) Serraview may update the Services from time to time without obtaining the Client s consent, providing the updates do not adversely affect the functionality, operation or availability of the existing Services. c) Serraview must not update the Services such that they materially adversely affect the functionality, operation or availability of Services without obtaining the prior written consent of the Client, which may not be unreasonably withheld or delayed. The Client may ask Serraview to provide a copy of the Services that they can access and assess on a Test Site prior to consenting to the update of the Services on the Production Site. 2.9 Feature Suggestions Serraview will accept suggestions for future enhancements of the Services. Suggestions should be submitted via the Client Support Process. Serraview will review suggestions on a regular basis and may, at its sole discretion, incorporate the suggestions in a future Service upgrade. 2.10 Service Customization a) Unless otherwise agreed in a mutually agreed statement of work executed by each of the Parties under this Agreement (each a SOW ), the Services may only be tailored to the Client s requirements to the extent available via standard System configuration features. b) Although it is not Serraview policy to customize the Services to a specific customer s requirements outside of what is available via System configuration features, upon Client s request and Serraview s agreement, Serraview may provide additional services related to customization of the Services, which shall in all cases be provided pursuant to a SOW and will specify associated fees for such services. 3 Service Levels 3.1 System Availability a) The Services will be available via the Production Site 99% of the time in every calendar month during the Term, excluding time for System Maintenance ( SLA ). b) For purposes of determining SLA compliance, Downtime means a Service Fault that is attributable to a Level 1 or Level 2 Error and is measured from the time a Support Ticket is opened until with respect to such Service Fault until availability of the affected Services is restored or a workaround is provided. Downtime does not include any time whereby Serraview can reasonably demonstrate that the Service Fault was caused by a failure in internet connectivity, the Client s network or user environment. 3.2 System Performance a) Processing times can be affected by factors over which Serraview and/or the Client may or may not have control, and will vary based on the volume of data being processed. b) Where the Client reasonably raises a concern regarding processing time, Serraview will work with the Client to determine the cause of said concern, the extent to which each
party has control of that cause, and where applicable, agree on an action plan for resolution. c) Serraview s Production target for average response time is less than two (2) seconds for 80% of requests received through the Production Site, as measured by the server. 3.3 Error Categorization and Response Serraview will categorize Errors and provide Error response services in accordance with the following table. The Target Return to Service Time is measured from the time a Support Ticket is opened until the functionality is restored on the Production Site. Error Severity Level 1 Error Level 2 Error Level 3 Error Description An Error that (i) prevents the System from processing a time-critical business process; (ii) completely prevents one or more users from accessing Client Data or putting new Client Data into the System; or (iii) causes loss or corruption of Client Data. Examples: - Cannot save any changes - Cannot open any Service Request An Error that materially hinders a business process, but is not necessarily time-critical. Examples: - Unable to generate a standard report for a non-time critical business process (and Client Data not available via other means) - Cannot modify a Service Request Error materially affects an important function of Services, but not vital that it be resolved in the short term and/or a reasonable work-around is available. Examples: - Unable to generate a standard report, but the Client Data is available via another report - Unable to load Client Data directly, but Client is able to send Client Data to Serraview for Serraview to load Target Return to Service Time 6 Business Hours 3 Business Days 90 Business Days 3.4 Production Data Backup & Recovery Point Objective Serraview shall retain and store backups of production versions of Client Data as per the table below: Backup frequency Retention period for backup Location of backup
Daily 2 weeks Production Site & Disaster Recovery Site Weekly 1 Month Disaster Recovery Site Monthly 12 Months Disaster Recovery Site Yearly 10 Years Disaster Recovery Site 3.5 Support Availability Serraview will respond to Support requests from the Client as soon as reasonably possible with a target of not more than 2 hours of receiving a request via the Support Help Desk Number or Support Email during Business Hours. 3.6 Loading Floor Plans Serraview will Load Floor Plans as soon as reasonably possible with a target of not more than 3 Business Days of each Floor Plan s submission to Serraview, provided: a) Should the Client plan on sending more than 10 Floor Plans within a one week period, the Client has notified Serraview no less than one week in advance; and b) The Floor Plans have been provided with all the information required for Serraview to successfully complete the activity. 3.7 Consequences of Failures to Meet SLA If Serraview fails to meet the SLA (i.e., where Downtime exceeds permitted limits during any month of the Term): a) In the first instance, the Relationship Managers will negotiate an action plan for preventing recurrence of a failure to meet such SLA. b) If despite implementation of the agreed actions, Serraview fails to meet the SLA on more than two occasions in the subsequent calendar month, then the Client will be entitled to a credit equal to a 10% reduction in the Fees for the Services for the month in which the triggering failure occurred. This credit may only be used to offset Fees payable in a subsequent month of the Term. To receive an SLA failure credit, Client must notify Serraview within 30 days of the date on which the triggering SLA failure occurred. The issuance by Serraview of a credit as specified in this Section shall be Client s sole and exclusive remedy for any failure to meet the SLA. 3.8 Limitations The Client is not entitled to a reduction in Fees for failure to meet the SLA if the Client is in breach of this Agreement (including its payment obligations) at the time when the failure occurred; the failure would not have occurred but for the Client s breach of this Agreement or misuse of the System; or the Client has restricted Serraview s access to the System. 4 Client Acknowledgements 4.1 Use of Test Sites The Client acknowledges:
a) Test Sites may include pre-release versions and may not work properly; b) Your use of the Test Site(s) may expose you to unusual risks of operational failures; c) You should not use Test Site(s) for live production activities; d) Serraview may terminate the Test Site(s) at any time, at its sole discretion, at which time all Client Data stored within the Test Site(s) may be lost; e) The commercially released version of the System on the Test Site(s) may change substantially from the pre-release version on the Test Site(s); f) The SLA does not apply to any Test Site; g) You agree to provide prompt feedback regarding your experience with the Test Site(s) in a form reasonably requested by us, including information necessary to enable us to duplicate errors or problems you experience. You agree that we may use your feedback for any purpose, including product development purposes. At our request you will provide us with comments that we may use publicly for press materials and marketing collateral. All Intellectual Property inherent in your feedback or arising from your testing of the Service shall be owned exclusively by Serraview; h) You agree that all information regarding your use of the Test Site(s), including your experience and opinions regarding the Services on the Test Site(s) is Confidential Information of Serraview, and may not be disclosed to a third party or used for any purpose other than providing feedback to Serraview; i) The Test Site(s) are provided AS IS with no warranty whatsoever; and j) The maximum aggregate liability of Serraview and any of its employees, agents, affiliates, or suppliers under any theory of Law (including breach of contract, tort, strict liability and infringement) for harm to you arising for your use of the Test Site(s) shall be a payment of money not to exceed Five Hundred U.S Dollars (US$500). 5 Relationship Management 5.1 Cooperation a) Each party will nominate a Relationship Manager to manage the working arrangements between the Parties. A Party may change its Relationship Manager but if it does so, will advise the other Party in writing. b) The Relationship Manager of each Party will convene and attend regular review meetings or teleconferences between the Parties to address any operational matters and facilitate the implementation of the Services.