NGENIUS shall use reasonable commercial efforts to perform the Services substantially in accordance with the service levels (“Service Levels”) set forth in this Service Level Agreement (“SLA”)
In the event NGENIUS does not meet a Service Level during the period specified in the SLA, as the Customer’s sole and exclusive remedy, and NGENIUS’s sole liability for not meeting a Service Level, NGENIUS shall provide the service level credits in the manner specified in this Service Level Agreement (“SLA”). The Customer will forfeit any unused Service Level Credits which may exist as of termination or expiration of this Agrrement or any Services.
1 Definitions
- Available
- means that the Customer is able to access the platform and make use of the functionality of the Service which shall be measured on a 24 hours a day, seven days a week basis, and the terms Availability and Service Availability shall be construed accordingly.
- Issue
- means a specific problem, error, malfunction or question related to the usage of the Platform or the delivery of the Services.
- Issue Severity
- means the severity level assigned to an Issue in accordance with this SLA and to be determined by the level of disruption to the delivery of the Services or our Customer’s business operations caused by the Issue.
- Response Time
- means the target time for our support team to provide an initial response to a Support Ticket raised by the Customer, using either the dedicated support ticketing system or email addressed to support@ngenius.ai, measured from the time of receipt.
- Service Level Credits
- means a credit of a fixed monetary value which NGENIUS will issue to the Customer in accordance with the terms of this SLA and which will be used to offset the Fees payable by the customer for comparable Services in subsequent billing periods.
- Support Ticket
- means a written notice of an Issue provided either using the dedicated support ticketing system or via email addressed to support@ngenius.ai, which contains the relevant details of the Issue as defined in the SLA.
2 Service Level
NGENIUS will issue the Service Level Credits for Service events in accordance with the provisions of this SLA and shall accordingly set off any outstanding Service Level Credits against future invoices payable by the Customer on comparable services.
2.1 Notification of Service Level Events
The Customer must notify NGENIUS in writing of any event which it believes has occurred and which qualifies for a Service Level Credit and which has not been detected and the Service Level Credit issued automatically by NGENIUS. The Customer may issue a claim for a Service Level Credit either via the dedicated support ticket system available on the Platform or by emailing support@ngenius.ai. Notice of any claim must be received within twenty (20) days of the occurrence, providing (a) a detailed description of the incident; (b) information regarding the time and duration of the downtime; and (c) descriptions of attempts to resolve the incident at the time of occurrence. Upon receiving the claim NGENIUS shall evaluate the claim and make a good faith determination of whether a Service Credit is owed.
2.2 Exclusive Remedy
Service Credits are the Customer’s sole and exclusive remedy for any Availability issues under this SLA. The Customer may not unilaterally offset for any Availability issues.
2.3 Planned Maintenance
In the event that it is anticipated that Availability of the Service may be affected or restricted by planned maintenance undertaken by NGENIUS or a subcontractor, NGENIUS will use commercially reasonable endeavours to provide reasonable notice to the Licensee regarding any matter that affects a core and fundamental feature of the Service, and at least 24 hours’ notice regarding a part of the Service and which is not fundamental to its functionality, detailing the date and estimated time for such restriction or lack of access, and will perform such maintenance or put in place any changes, modifications or upgrades to the Service outside of Business Hours, except where it warrants immediate action, in which case NGENIUS may perform such maintenance immediately.
2.4 Performance Objective
NGENIUS guarantees that the performance of the Service will meet the following minimum standards (the “Performance Objective”):
- The Service Availability will exceed 99.5% over each calendar month during the Subscription Term; and
- Not less than 99.5% of requested API actions will succeed within each calendar month.
2.5 Exclusions
Service Levels and Service Level Credits apply only to the Customer and not to any Authorised Users or to any other party. The Customer is not entitled to any Service Level Credit if the Customer (a) has not paid all amounts due under this agreement (b) is in breach of the MSA. In addition, NGENIUS shall have no liability to provide the Services in accordance with any applicable Service Level or to provide any Service Level Credits if the failure to provide the Services in accordance with the Service Level is due, in whole or in part, to any of the following:
- Planned NGENIUS Maintenance: repairs, upgrades and modifications to shared core infrastructure, provided that these activities are performed in accordance with clause 2.3; or
- External Network Conditions: resulting general Internet network conditions outside the reasonable control of NGENIUS;
- the Customer’s unauthorised actions or inaction when required; or
- the failure or improper configuration of the Customer’s network infrastructure; or
- the Customer’s use of third-party software or hardware; or
- a Force Majeure Event.
2.6 Service Credit Levels
The amount of any Service Credit due under this Service Level Agreement will be limited to the following levels, which are expressed as a percentage of the total Fees payable under any Order Forms(s) related to the affected Service(s), and in any case, the maximum Service Level Credits that may be earned for any calendar month shall not exceed 100% of the monthly revenue of the affected Services.
SLA Upper Bound | SLA Lower Bound | Service Credit |
---|---|---|
< 99.5% | >= 99.0% | 10% |
< 99.0% | >= 98.0% | 20% |
< 99.0% | >= 95.0% | 30% |
< 95.0% | >= 90.0% | 50% |
< 90.0% | 100% |
3 Technical Support
NGENIUS will endeavour to provide our Customers with the assistance that they require in order to maximise the value they receive from the Platform and Services and use commercially reasonable efforts to respond to Issues notified by the Customer in accordance with the support levels (“Support Levels”) set forth in this SLA.
3.1 Severity Qualificiation and Response Times
NGENIUS will assess Issues which have been notified as part of a Support Ticket and assign to it one of the priority levels described in the table below and shall provide a log reference, and priority level to the Customer as soon as reasonably possible. NGENIUS shall use commercially reasonable endeavours to comply with the corresponding response times set out below. Each response time is measured from the time at which the Support Ticket is received.
Issue Severity | Issue Qualification | Response Time |
---|---|---|
Critical Issue (SEV1/P1) |
The Platform or Services are completely innacesible for a majority
of End Users AND no workaround is available; OR All or a substantial portion of your data is at significant risk of loss or corruption OR Your business operations have been severely disrupted |
2 HOURS (24/7 365) |
Production Issue (SEV2/P2) |
Operations can continue in a restricted fashion, although long-term
productivity might be adversely affected; OR A major milestone, project, or customer is at risk. |
3 HOURS (Business Hours) |
General Issue (SEV3) |
There is a problem with no notable impact or a minor impact on
operations; OR There is a general question about functionality or features |
5 HOURS (Business Hours) |
3.2 Exclusions
For the avoidance of doubt, technical support provided in accordance with this clause shall not include the diagnosis and/or rectification of any fault or malfunction in the Service arising out of or in connection with the following:
- the failure by the Customer to implement recommendations previously advised by NGENIUS in respect of, or solutions to, faults; or
- any breach by the Customer of any of its obligations under this Agreement or any other contract with NGENIUS relating to the Service; or
- use by the Customer of the Service for a purpose for which it was not designed; or
- the inability or unwillingness of the Customer to provide the necessary access or information to allow the support team to troubleshoot the Issue; or
- any issues caused by any hardware, software or any other system of the Customer.