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SERVICE LEVEL AGREEMENT

This Service Level Agreement governs the provision of Service Levels, Availability, Maintenance Work, availability of support, Incident Management and Reporting of Services provided by eXXcellent solutions GmbH (hereinafter: "Provider") on the website www.easy-ssp.com orchideo | easySSP ("easySSP").

Definitons

  1. "Agreement"means the Agreement between the Customer and the Provider regarding the provision of the Services by the Provider and use of the Services by the Customer.
  2. "Availability" means that the Customer can execute and use the essential functions of the Services at the Handover Point as defined in the Agreement.
  3. "Downtime" means the total number of hours (h) during which the essential functions of the contracted Service are not available for use by Customer during the System Runtime.
  4. "Handover Point" means the Internet Nodes of the Data Center in which the Service is operated.
  5. "Incident" means an occurrence, i.e., any degradation of service, such as Downtime, errors, or quality degradation.
  6. "Incident Management" means the processing of Incidents.
  7. "Incident Priority" indicates the severity of the Incident.
  8. "Response time" means the period of time from notification to the start of processing of an Incident reported by Customer.
  9. "Maintenance Work" means all maintenance activities required to keep the Service running, troubleshoot the Service, backup data, and/or activities required to improve, enhance or renew functionality to ensure that the Service can be used in accordance with the Agreement.
  10. "Operating time" means the time in hours (h) during which the system must be ready for operation.
  11. "SLA" means this Service Level Agreement.

General Provisions

  1. This SLA governs the Availability of the Service and the supporting Service Levels. The Provider shall provide the Services described below in accordance with the prices specified in the Service Description at the time the contract is concluded.
  2. This SLA applies exclusively to a Service provided by the Provider on a usage fee basis and not to free versions of the Service.
  3. This SLA is only valid in conjunction with the Agreement and only comes into effect once the Customer and Provider have concluded the Agreement.
  4. All obligations of the Provider in this SLA apply only to the Service as provided to the Customer at the Handover Point. The Provider is not responsible for the data transmission from the Handover Point to the Customer and/or in the area of the Customer's IT system.

Availability

  1. The Provider shall provide the respective Service at the Handover Point during the Operating time with the Availability described in the respective Prices and Conditions. Unless otherwise agreed, an availability of 90% per month shall be deemed agreed.
  2. The Provider is not obligated to make the Service available for use in the event of scheduled Maintenance Work during the Operating time pursuant to Section 7. If the Service is available in the case of scheduled Maintenance Work according to Section 7, the use of the Service shall be at the Customer's risk. The Customer accepts that in the event of scheduled Maintenance Work, use of the Service may be limited in terms of functionality or performance and/or the Service may be shut down or restarted without notice. If the Service is made available in the case of planned Maintenance Work and there is a limitation of the functionalities or the performance of the Service or a reduction of the Availability, the Customer shall not be entitled to any claim arising from a breach of warranty or for damages.
  3. The Availability of the Service is calculated according to the following formula as the percentage proportion of time in the course of a calendar month during the Operating time.
    Availability (%) = Operating time - Downtime Operating time x 100
  4. When calculating the Availability, Downtime for which the Provider is not responsible is considered as available time. Such Downtime include the following:
    • Downtime due to scheduled or unscheduled Maintenance Work as defined in Section 7;
    • Downtime due to Maintenance Work agreed with the Customer in advance;
    • Downtime due to operational disruptions caused by force majeure or other unavoidable events for which the Provider is not responsible, which could not have been prevented even by exercising due care and which make it significantly more difficult or completely or partially impossible for the Provider to fulfill his obligations under this SLA, such as strikes, lockouts, extraordinary weather conditions, power failures, operational or traffic disruptions and transport obstructions, which release the Provider from its obligations under this SLA for the duration of such event.
    • Downtime due to virus or hacker attacks, unless the provider has not taken reasonable protective measures;
    • Downtime due to interruptions caused by the Customer;
    • Downtime due to software errors in the Customer's applications or due to errors in the system and system-related software caused by the Customer's applications or data;
    • Downtime due to interruptions by third parties for which the Provider is not responsible.
  5. The Customer is obliged to notify the Provider of any impairment of the Availability of the Service in accordance with Section 6.
  6. In the event of non-availability, the Customer may claim a refund of 0.02% of the monthly pro-rata usage fee for each hour or part thereof, up to a cumulative maximum of 10% of the monthly pro-rata usage fee for the month in question.
  7. The Customer shall notify the Provider in writing of any claims for reimbursement of fees within 14 business days after discovery of non-compliance with the Service Levels. If the claims for reimbursement are justified, they will be credited to the Customer's account by the Provider, taking into account the above principles.

Reporting

Upon the Customer's request, the Provider will provide a Service Uptime Report. Each report covers a 12-month period, measured backwards from the end of the calendar month preceding the date of the request. If the Customer disagrees with the Report, the challenge must be submitted in writing to the Provider within 15 days of receipt of the Report./p>

Support

  1. Support Operating times

    Business Days Monday-Friday
    Operating times 09:00 - 17:00
    Language German, English
  2. Exceptions to this are public holidays in Baden-Württemberg and the 24th and 31st of December each year. Requests received outside of these support hours will be considered as received during the next business day.
  3. Support includes a service desk to receive Incidents from the Customer via email at easy-ssp@exxcellent.de, prioritization of Incident reports by urgency of the Incident, analysis and isolation of the Incident.
  4. All times are based on the Central European Time (CET) or Central European Summer Time (CEST) valid in Germany.

Incident-Management

  1. Incident Management includes all activities between the Customer and the Provider associated with the notification and management of Incidents until resolution.
  2. Incident Priority
    • All Incidents within the Service shall be assigned an Incident Priority which shall determine the target Response time.

      Priority Description Response time
      1 - Critical The usage of the Service or significant parts of the Service are completely unavailable or severely restricted, e.g. due to malfunctions, incorrect results or Response times. <12h during Operating times
      2 - Major The usage of the Service may be unavailable or severely limited by, for example, malfunctions, incorrect results, or Response times, but use is subject to one or more material limitations. <12h during Operating times
      3 - Minor The usage of the Service is not directly and/or significantly impaired, e.g. by inconveniently defined basic settings or missing "nice-to-have"-functions. <24h during Operating times
      4 - None There is no restriction on the usage of the Service functionalities, e.g. minor defects, questions or improvement requests from the Customer. <48h during Operating times

    • The Provider shall, in its sole discretion, prioritize Incidents taking into account the definitions included in the table above.
  3. Process
    • The Customer must ensure that the following required information is included when reporting the Incident:
      • Customer Account name;
      • Detailed description of the Incident in order to be able to trace the Incident;
      • Functionality of the affected Service;
      • Date and time when the Incident occurred;
      • The actions the Customer has already taken to resolve the Incident and any results of the actions taken by the Customer to resolve the Incident.
    • As soon as the Customer has provided all required information, the remediation process will start and the first feedback after receipt of the Incident report will be provided according to the Response Time depending on the Incident Priority according to Section 6.2.
    • The Provider shall notify the Customer upon completion of the Incident.
    • Incident handling is performed during the Operating times defined in Section 5.1.

Maintenance Work

  1. The Provider is entitled to interrupt the provision of the Service for Maintenance Work.
  2. The Provider will schedule Maintenance Work to minimize disruption to the use of the Service so that the Customer's use of the Service is affected as little as possible.
  3. Planned Maintenance Work is announced 14 calendar days in advance at easySSP.
  4. The Provider is also entitled to perform unscheduled Maintenance Work on the Service for important reasons, e.g. if the operation of the Service is at risk. This includes in particular urgent changes, e.g. the installation of bug fixes and security patches, which are necessary to secure and maintain operation and require immediate implementation. The Customer shall be informed of this without delay and the unscheduled Maintenance Work shall be carried out in such a way that disruptions to the operating process are kept to a minimum.

Severability Clause

If individual provisions of this Service Level Agreement are or become partially or wholly invalid or unenforceable, this shall not affect the validity of the remaining provisions of the Agreement. Instead, the invalid provision shall be replaced by a substitute provision which corresponds or at least comes close to the purpose of the Agreement and which the parties would have agreed to in order to achieve the same economic result if they had known that the provisions were invalid. The same shall apply mutatis mutandis to the incompleteness of the provisions.

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