Monitoring, Back Ups & Maintenance
1. Hosting
Agency engages one or more third-party hosting services providers to host and provide you with the Service. Agency undertakes to engage sufficient computing resources for the proper and efficient operation of Service sufficient to consistently achieve the service levels.
2. Monitoring
Agency engages in monitoring procedures in accordance with industry standards (“Monitoring”), which Monitoring is designed and intended for the purpose of: (i) reporting the performance of the Service against the service levels set forth in these Service Level Terms; (ii) identifying Priority 1 Incidents (as defined below) upon occurrence; (iii) identifying warning signs which indicate than an Incident may be about to occur; and (iv) where reasonably possible, preventing Incidents from occurring.
3. Capacity
Agency will use commercially reasonable efforts to manage capacity requirements to provide proper and efficient running of the Service and will monitor so action can be taken if the required usage is approaching or likely to breach available thresholds. Agency cannot be held responsible for Incidents (as defined below) caused by sudden or unexpected spikes in data or usage volumes. Agency will promptly take action in its reasonable judgment to prevent an Incident if Monitoring procedures indicate that available space is likely to be insufficient.
4. Documentation
Agency will make available to you appropriate operational documentation to enable the effective use of Service and will update the same from time to time in its sole discretion.
5. Back Ups
Agency agrees to maintain a back-up procedure for the Service to secure system data and system integrity. Full Service backups will be created on a weekly basis with all incremental changes backed up on a daily basis.
6. Security Copies
Agency Retention policy will be adhered to as follows:
- Data Retention Standard — Any file containing Client Data will only be retained for as long as it is deemed necessary by the Client.
- Backup Standard — Agency’s process for data backup is based on the availability classification of the information. Agency uses this procedure to ensure information assets are consistently available to conduct business and support business operations.
The aim is to back up both customer and system data to minimize any disruption resulting from a hardware failure or user error. Agency will store at least one recent cycle of all backups encrypted in a separate secure location.
7. Maintenance
Agency generally provides planned maintenance between [12AM-6AM ET on Saturdays and 12AM-7AM ET on Sundays] (“Planned Maintenance”). Agency will notify customers in advance of any Planned Maintenance that will occur during Operational Hours if the Planned Maintenance will result in unavailability of the Service. Agency may also need to provide maintenance as a result of conditions beyond Agency’s control (“Emergency Maintenance”). Such Emergency Maintenance may occur at any time, with or without notice, as Agency deems necessary.
Support Center
8. Operational Hours
Agency’s Support Center will be available to offer support to customers on a 24/7 basis, excluding public holidays (“Operational Hours”) via electronic mail at [email protected]. In addition, you can submit a service ticket through the Platform Modules and the Agency’s Support Center will respond within the Targeted Resolution periods set forth below. Between 27th December and 31stDecember, excluding weekends, Agency will provide a skeleton Support Center from 10:00am to 4:00pm ET.
9. Out of Operational Hours Support
You may receive urgent operational support from Agency’s Support Center outside of Operational Hours for Priority 1 Incidents by contacting [email protected] or using the Omni help desk ticket system.
10. Response Time
Agency will validate all requests to the Support Center for internal system issues after they are received by the Support Center (e.g. for hardware faults), and the Support Center shall pass information on the issue to the applicable team for remedy promptly thereafter.
11. Response Procedure
The Agency’s Support Center will log and manage all validated requests as individual incidents (each an “Incident”). Agency will determine the Priority level of each Incident in accordance with the descriptions set forth in the table below. The Support Center system will allocate a unique Incident reference number, comprising a customer reference number and Incident identifier. Agency will supply Client with a reference number, which will be used for all subsequent activities relating to the Incident. Agency will record all details of the incident and resolution progress against the Incident in the Support Centre system.
12. Incident Management
Agency will use commercially reasonable efforts to resolve Incidents within the Target Resolution periods set out below. “Targeted Resolution” will be sufficiently met when Agency either: (i) provides a temporary fix or workaround for the relevant error or issue which allows the Service to operate normally for a time-limited period and allows the Incident to be downgraded to a Priority 3 Incident or below, during which a new Incident log will be opened in respect of the error; or (ii) provides a permanent solution or fix for the original Incident.
| Priority | Description | Response Time from Agency | Target Resolution Time | Contact |
|---|---|---|---|---|
| Priority 1 | System Down — The entire system is ‘down’ and inaccessible. Priority 1 incidents shall be reported by telephone | Within 2 Operational Hours | 4 Operational Hours after initial response. Continuous effort after initial response with customer co-operation | Telephone |
| Priority 2 | Operation Degraded – Operation of the system is severely degraded, or major components of the service are not operational, and work cannot reasonably continue. | Within 4 Operational Hours | Within 8 Operational Hours after initial response | Telephone |
| Priority 3 | System Impaired – Certain features of the system are not working while most major components of the system remain functional. A work around is possible | Within 2 business days | Scheduled within the next release | JIRA |
| Priority 4 | Cosmetic Error – Errors that are non-disabling or cosmetic and clearly have little or no impact on the normal operation of the system | None | Scheduled within the next release | JIRA |
Service Levels
13. Service Availability
These Service Level Terms describes the service levels and technical support and procedures to be provided for incidents impacting the delivery of the Service.
The Service will be available and operational 24 hours a day, 7 days per week and 365 days per year unless otherwise agreed in accordance with the terms of these Service Level Terms. Agency agrees to use commercially reasonable efforts to maintain Availability of the Service at no less than [99.0%]. Availability of the Service will be calculated based on the following formula on a calendar month basis:
Availability (Month) = 1- [(Unavailability – Permitted Availability) / Total Time]
Where:
- “Unavailability” means be the total number of hours during which the Service is completely unavailable during the month.
- “Permitted Unavailability” means the total number of hours during which the Service is unavailable during the month as a result of: (i) Planned Maintenance, (ii) Emergency Maintenance, (iii) denial of service attacks, natural disasters, changes resulting from government, political, or other regulatory actions or court orders, strikes or labor disputes, acts of civil disobedience, acts of war, acts against parties (including third party carriers or other vendors), or any other force majeure event, (iv) Client’s breach of the Agreement or service unavailability caused by Client’s activities, acts or omissions or operator error, (v) work performed at Client’s request (for example, additional technical assistance), (vi) Client’s lack of availability or untimely response for Incidents that require participation for source identification and/or resolution, (vii) any loss of functionality or availability due to or arising from any errors or defects in customer or third party equipment or software, or (viii) an event to which Agency reasonably believes that there is no alternative but to cause unavailability of the Service in order to resolve an issue.
- “Total Time” means the total number of hours and minutes in a month.
14. Support Center Service Levels
The Agency Support Center will be available [98%] of Operational Hours measured on a calendar month basis.
15. Failure to Meet Service Levels
If Agency fails to meet the Availability Levels in a given month, the following amounts will be credited on the next invoice for your Omni Fee:
| Availability Levels | Percentage of Omni Fee pro rata monthly |
|---|---|
| 97.00% to 99.0% | 1% |
| 95.00% to 96.99% | 5% |
| Below 95.0% | 10% |
You may terminate the Agreement if one or more of the following occurs by providing us with written notice within five (5) days of such occurrence:
- any individual outage of the Service in excess of 15 Operational Hours which is not the direct result of a third party service failure, including but not limited to electricity supply, online (internet) services and third party hosting services (“Third Party Service Failure”) or Force Majeure;
- Three (3) consecutive months in which the Availability of the System as calculated in 4.3.1 above, falls below [97%] which is not the direct result of a Third Party Service Failure or Force Majeure;
- Failure by Agency to respond to a validated call regarding a Priority 1 Incident.
- Failure by Agency to meet [95%] availability in respect of the Support Center.
Any credits or refunds provided by Agency and Client’s termination right under this clause, shall be Client’s sole and exclusive remedy for Agency’s failure to meet its obligations under these Service Level Terms.