- Scope of Service Level Commitments
- any modification of the Service made by any person other than Beraten;
- any third party hardware or software used by Subscriber or any Registered Clients except as otherwise provided in the then current Documentation;
- the improper operation of the Service by Subscriber or Registered Clients;
- the accidental or deliberate damage to, or intrusion or interference with the Service;
- the use of the Service other than in accordance with any user Documentation or the reasonable instructions of Beraten;
- ongoing test or training instances of the Service provided to Subscriber; or
- services, circumstances or events beyond the reasonable control of Beraten, including, without limitation, any force majeure events, the performance and/or availability of local ISPs employed by Subscriber, or any network beyond the demarcation or control of Beraten.
- Scheduled Downtime and Guaranteed Uptime
- Availability of SLC Credits
Beraten Service Level Commitments and Support Services
Commencing on the date the Service to the Subscriber commences (the “Subscription Term”), Beraten will provide Service Level Commitments (“SLC”) Credits (defined in Section 3 below) and Support Services in accordance with the SLC and Support Services Terms as defined herein. In the event of any conflict between the Agreement and the Service Level Commitment and Support Services Terms, the SLC and Support Services Terms will prevail. The SLC and Support Services incorporate the definitions set forth in Section 1 of the Beraten Terms of Service Agreement.
“Subscriber Core Group” means Subscriber’s employees who have been trained on the Service and who are familiar with Subscriber’s business practices.
“Subscriber User Community” means all users who input, extract or view data in the Service, including all Registered Clients.
“Downtime” means any period, greater than ten minutes, within the Scheduled Available Time during which the Subscriber is unable to access or use the Service because of an Error (as defined below), excluding (i) any such period that occurs during any Scheduled Downtime and/or Recurring Downtime (as defined below), or (ii) document preview, search, FTP or sync functions of the Service.
“Error(s)” means the material failure of the Service to conform to its published functional specifications.
“Procedural Issues” means those issues that are to be addressed by Subscriber through adjustment of a specific business process to accomplish work in the Service.
“Recurring Downtime” means 4 hours per month on the third Saturday of the month from 12:00 A.M. to 4:00 A.M. PST.
“Request” means a modification to the Service outside of the scope of the functional requirement specifications.
“Scheduled Available Time” means 24 hours a day, 7 days a week.
“Scheduled Downtime” means the time period identified by Beraten in which it intends to perform any planned upgrades and/or maintenance on the Service or related systems and any overrun beyond the planned completion time.
“Uptime Percentage” means the total number of minutes of Scheduled Available Time for a calendar month minus the number of minutes of Downtime suffered in such calendar month, divided by the total number of minutes of Scheduled Available Time in such calendar month. Uptime Percentage will be calculated by Beraten solely using records and tools available to Beraten.
“User Administration Support” means issues that impact the usability of the Service and are addressable through the adjustment of Registered Client’s access privileges, processes or procedures.
Beraten’s obligations do not extend to Errors or other issues caused by:
Beraten will use commercially reasonable efforts to provide at least 24 hours’ prior notice before undertaking any Scheduled Downtime. Commencing on the effective date of the applicable Subscription Term, in the event the Service experiences an Uptime Percentage of less than 99.9% in any calendar month, Beraten will provide to Subscriber a credit (“SLC Credit”) equal to the credit percentage identified in the table SLC Credits table below multiplied by the Subscriber’s fees paid to Beraten for the Service that are attributable to such month (calculated on a straight line pro-rated basis with respect to any fees paid in advance). Subscriber will submit a written SLC Credit request to Beraten in writing within 30 days of such Downtime. The SLC Credit is Subscriber’s sole and exclusive remedy for any failure by Beraten to meet any performance obligations pertaining to the Service, including, without limitation, any support obligations except as provided in the Terms of Service Agreement. Beraten reserves the right to temporarily suspend Subscriber’s or a Registered Client’s access to the Beraten Service as set out in the Terms of Service Agreement. Any such suspensions based on repairs, technical problems, outages or maintenance services will be subject to the Service Level Commitments.
SLC Credits Table
|Monthly Service Availability||Service Credit|
|99.5% or greater||0|
|Equal to or greater than 99% and less than 99.5%||1 day|
|Greater than 98.5% and less than 99%||2 days|
|98.5% or less||3 days|
Subscribers who are past due on any payments owed to Beraten are not eligible to receive SLC Credits. Beraten will issue SLC Credits, as determined in its sole discretion, either on future billing cycles or as a refund against annual fees paid. In order to receive any SLC Credit, Subscriber must notify Beraten within 30 days from the time Subscriber becomes eligible to receive a SLC Credit. Failure to comply with this requirement will forfeit Subscriber’s right to receive a SLC Credit. In no event will the total amount of SLC Credits if any, exceed the fees paid by Subscriber for the corresponding month.
Beraten will provide support services to assist Subscriber in resolving Errors (“Support Services”). Support Services do not include (a) physical installation or removal of the API and any Documentation; (b) visits to Subscriber’s site; (c) any electrical, mechanical or other work with hardware, accessories or other devices associated with the use of the Service; (d) any work with any third party equipment, software or services; (e) any professional services (“Professional Services”) associated with the Service, including, without limitation, any custom development, or data modeling. Beraten will provide email and/or phone support as specified in this section, excluding Beraten corporate holidays and national Canadian, Irish, and U.S. holidays except where noted.
Beraten may charge for additional services requested by Subscriber that are beyond the scope of the Support described below, herein, subject to a mutually agreed Schedule. Beraten will provide maintenance and technical assistance in a professional and workmanlike manner as described in this section. Beraten will endeavor to provide resolutions to questions within a reasonable time. Customer acknowledges and understands that no software is error free, and that Beraten may be unable to provide answers to or resolve all requests for Support. Beraten may perform services beyond the scope of Support as Professional Services described here. Support Services
The Beraten Technical Support Department is available for Customers through telephone or email during the following times: Monday through Friday 8:30 a.m. to 5:00 p.m. (PDT) (The “Standard Support Hours”). Beraten holidays are New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and the day after Thanksgiving, Christmas Eve Day and Christmas Day.
The infrastructure will be supported and monitored on a 24 x7 basis.
Upgrades/New Release, Service Packs and Patches of the Software
Beraten will perform the technical (platform) upgrade by applying any upgrades, service packs, patches, and hot fixes to correct functionality or enhance performance (“Updates”) to Service. This Support does not include implementation of new features/functionality, which Beraten may provide at the current Professional Services rates. Beraten will notify Customer of update availability and scheduled down-time maintenance. Beraten will support and maintain the software in accordance with its then current life cycle support policy. Upon request by Customer to delay application of certain Updates, Beraten may, at its sole option, agree to delay such application for a limited time for additional charges as mutually agreed.
Customer acknowledges that it has not relied on the availability of any future version of the Service or any other future product in executing this Agreement.
- Addresses Software and Managed IT Services-related technical issues such as user login problems, error messages, report problems, database errors, system errors, corrupted files, system functionality, bugs and feature requests.
- Beraten’s Technical Support obligations do not include (i) questions resulting from disregard of the available documentation or lack of requisite skill to operate the Services, or (ii) questions related to third-party products (not provided by Beraten) such as Crystal Reports.
- Customer may designate two (2) primary designated Points of Contact (POC) per site for requesting Technical Support assistance. Customer may change these POCs by notifying Beraten in writing (including electronic mail).
- When requesting Support by telephone, the POC should be located at the PC workstation where the problem has occurred to assist in demonstrating or duplicating the problem.
The Technical Support Department will make commercially reasonable efforts to respond to inquiries as follows, based on the Severity Level:
Category Problem/Issue Max Response Time Objective Severity 1 An Error prevents or severely restricts Customer’s use of the Services on a critical system and prevents Customer from continued production or severely risks critical business operations. The Error may cause loss of data and/or restrict data availability and/or cause significant business impact to the Customer. 4 business hours Severity 2 A Error has been identified that severely affects or restricts major functionality. The Error is of a time sensitive nature and important to long-term productivity, but is not causing an immediate work stoppage. 8 business hours Severity 3 A minor Error that does not have major affect on business operations. A major Error for which a work-around already exists. 24 business hours
* “Response Time” is the time from which Customer’s POC places the Support request telephone call until Beraten’s Technical Support personnel calls back.