1.1 Availability Period: means the number of days in the relevant month multiplied by 24 (hours) multiplied by 60 (minutes).
1.2 Degraded Performance: means a lower quality of services than as described in this Service Level Agreement.
1.3 Downtime: means the period of time during which the Subscription Services are wholly unavailable to the Customer, including maintenance occurring outside the Maintenance Hours for which less than 24 hours’ notice was provided to the Customer. However, Downtime shall not include where the Subscription Services are wholly unavailable due to (i) Scheduled Maintenance, (ii) factors outside of OPEX’s control, (iii) failures of the internet, (iv) failures of the hosting provider, (v) acts or omissions of the Customers and its Authorised Users, and (vi) enforcement of Applicable Law, and Downtime shall not include Degraded Performance.
1.4 Event: means, in relation to the Customer’s receipt of the Subscription Services, an event that requires technical support from OPEX.
1.5 Maintenance Hours: means Monday to Friday from 16:00 to 18:00 GMT/BST, Saturday and Sunday from 08:00 to 18:00 GMT/BST.
1.6 Resolution Time: means the time that elapses from the Response Time until the Event is resolved.
1.7 Response Time: means the time that elapses between the receiving of an Event and the time of commencing work on the issue.
1.8 Scheduled Maintenance: means planned outages, either suspending the Subscription Services in full or in part, which OPEX will endeavour to announce no later than 24 hours in advance, which will not exceed a reasonable period of time for the maintenance required and which, where possible, shall take place during Maintenance Hours.
1.9 Ticket: means an electronic request sent to OPEX by the Customer.
1.10 Uptime: means the number of minutes in the relevant month that the Subscription Services are available less Downtime in an Availability Period.
2 Scope of the Service Level Agreement
2.1 This Service Level Agreement applies to the Subscription Services. This Service Level Agreement does not apply to any software, equipment, services or other parts of an information technology system that are not purchased from or managed by OPEX.
2.2 OPEX will use reasonable endeavours to rectify material issues with the Software, except where:
(a) the issue has been caused by the Customer’s use of the Software in a manner that is contrary to the terms of the Agreement or any Implementation Services or training provided by OPEX;
(b) the Customer has made unauthorised changes to the configuration or set-up of the affected Software;
(c) the Customer has prevented OPEX from performing maintenance on the Software;
(d) the issue has been caused by third party products; or
(e) the issue has been caused by Authorised Users, including by modifying part of the Software or by adding, deleting or assigning improper rights to Authorised Users.
3 Service Level Agreement Effective Date
This Service Level Agreement will be effective from the Service Level Agreement Effective Date and will automatically terminate upon termination of the Agreement.
4.1 OPEX shall use reasonable endeavours to:
(a) ensure the relevant Software is available to the Customer in accordance with the Uptime target in paragraph 5.1;
(b) respond to support requests within the timescales listed in paragraph 7;
(c) take steps to escalate, diagnose, and resolve issues in an appropriate and timely manner, including the allocation of a sufficient number of skilled staff and the collection of necessary information; and
(d) maintain clear and timely communication with the Customer at all times.
4.2 The Customer shall:
(a) use the Software in accordance with the terms of the Agreement;
(b) notify OPEX of issues or problems in a timely manner and with as much information as is possible;
(c) cooperate with OPEX in its efforts to escalate, diagnose, and resolve issues by providing timely and accurate responses to requests for information;
(d) provide OPEX with access to the Customer’s IT technicians to assist where necessary;
(e) in case of high severity issue, ensure the availability of a sufficient number of skilled Customer employees to cooperate with OPEX; and
(f) provide OPEX with access to equipment, software, and services for the purposes of maintenance, updates, and fault prevention.
5.1 OPEX shall use reasonable endeavours to achieve 99.5% availability where availability is calculated as Uptime divided by Availability Period in respect of each calendar month ("Availability").
5.2 Should the Availability fall below 99.5% in a calendar month, the Initial Subscription Term shall be extended on a pro-rated basis to account for the loss of Availability. Such extension of the Initial Subscription Term shall constitute the Customer’s sole and exclusive remedy for the Availability falling below 99.5%.
6 Help Desk
Support staff are available during Normal Business Hours but the OPEX help desk can be contacted by email at any time via ERMOPEXOPTiXsupport@erm.com. Requests will be added to a ticketing system and requestors will receive an email response with a Ticket number.
7 Event Response and Resolution Time
7.1 On notification of an Event, OPEX is deemed to have responded when it has replied to the Customer’s initial request. This may be in the form of an email or telephone call, to acknowledge receipt of the Customer’s request, provide a solution or request further information.
7.2 The Response Time and Resolution Time will depend on the priority of the item(s) affected and the severity of the Event, as follows:
Software is unavailable for use or a significant proportion of the contracted functionalities are not available
Within 2 Business Hours
Within 4 Business Hours
Partial loss of functionality that cannot be addressed via a workaround
Within 4 Business Hours
Within 8 Business Hours
Loss of performance or functionality that can be addressed via a workaround
Within 8 Business Hours
Within 48 Business Hours
7.3 In each instance where OPEX fails to meet a response target or resolution target, the Subscription Term shall be extended by one Business Day. Such extension of the Initial Subscription Term shall constitute the Customer’s sole and exclusive remedy failures to meet the responses times set out in paragraph 7.2.
8 Problem Management
OPEX will regularly analyse all Customer requests in order to identify trends and bottle necks. Based on these findings, OPEX will update the Customer with information explaining the solution to “known errors”.
9 Release Policy
9.1 OPEX releases the Software via continuous integration and continuous delivery. This means that whenever a new feature or release of the Software is ready, it can be deployed to the production clusters at any moment.
9.2 Urgent bug fixes that impact availability and critical features are applied immediately on production servers in accordance with the Resolution Time schedule.
10 Software Improvements
10.1 OPEX will make available to the Customer new versions, releases, and updates to the Software to solve defects and/or errors, keep the Software up to date with market developments or otherwise improve (the operation or functionality of) the Software. These improvements may include bug fixes or withdrawal of certain functionalities in the Software.
10.2 New releases or updates will not negatively impact the Customer’s use of the Software. OPEX shall make reasonable efforts to ensure that when performing such actions, the impact on the Customer and its User(s) is limited.