SERVICE LEVEL AGREEMENT (SAAS SERVICES)

1. DEFINITIONS

In this SLA, unless a contrary intention is clear, the terms below (and cognate expressions thereof) shall bear their assigned meanings –

1.1. “Agreement” means the agreement between the Parties which consists of the Terms, the Proposal, and all appendices thereto, including this SLA, and all such other terms and conditions as may be incorporated therein by reference;

1.2. “Incident” means an interruption to the provision of SaaS Services which directly impacts Client’s ability to conduct business. Incidents vary in severity, each of which has the following meaning –

1.2.1. “Severity 1” means an Incident whereby Client is unable to process critical business transactions, or, where the time taken by Client to process customer-related-transactions is dramatically diminished from the norm;

1.2.2. “Severity 2” means an Incident whereby Client is unable to process important business processes, or, where the time taken by Client to process transactions is obviously and consistently diminished from the norm, and where the effect of this shall result, in the short term, in an adverse impact on Client’s ability to conduct business;

1.2.3. “Severity 3” means an Incident which is not Severity 1 or Severity 2;

1.3. “Proposal” means a Argility document, regardless of the form or title thereof, signed between the Parties regulating an engagement in respect of the supply of an instance of Services to Client, which incorporates the Proposal terms and conditions attached thereto, as well as the Terms and which describes the Services and estimated consideration payable by Client;

1.4. “Scheduled Downtime” means time scheduled by agreement between the Parties for routine maintenance on an item of goods;

1.5. “SRP” means a Service Call which is a request for Services (other than in relation to an Incident) and/or a Problem Ticket;

1.7. “Terms” or “General Terms and Conditions” means Argility’s general terms and conditions of contract, in terms of which it provides the Services to Client, which can be found at [https://www.argility.com/argility-general-terms-and-conditions/], as updated and amended from time to time.

Terms used herein which are not defined in this clause Error! Reference source not found. shall have the meaning ascribed to them in the Terms and/or Proposal.

2. INTERPRETATION

2.1. This SLA contains the terms between Argility and Client relating to the provision of Services by Argility to Client.

2.2. Save where expressly provided to the contrary, this SLA shall be subject to the terms and conditions of the General Terms and Conditions, including the definitions and rules of interpretation contained therein, which are incorporated in this SLA by this reference.

3. SERVICE DESK SERVICES

3.1. The Service Desk shall –

3.1.1. receive Service Calls, allocate a reference number to each Service Call (and advise Client of same), log the Service Call onto a case-tracking database, record information received from Client during the Service Call and confirm details of the Service Call to Client;

3.1.2. upon receiving a Service Call which does not report an Incident, classify it as an SRP and refer it to the appropriate Resolver;

3.1.3. upon receiving a Service Call which reports an Incident, classify it as a Severity 1, Severity 2 or Severity 3, as the case may be, and perform a review to determine if Client has exhausted all first line and second line support obligations in relation thereto. Should the Service Desk determine that Client’s support obligations in relation thereto –

3.1.3.1. have not been exhausted, the Service Desk shall refer the Service Call back to Client to perform such obligations as the responsible Resolver and the cost of undertaking this review shall be charged to Client on a Time and Materials basis;

3.1.3.2. have been exhausted, perform general problem diagnosis, using the general skills of the Service Desk Staff, in an attempt to Resolve the Incident; and, failing Resolution through this process, refer the Service Call to the appropriate Resolver and thereafter track the Resolver’s progress in relation to that Service Call and manage any escalation of that Service Call with the Resolver in accordance with any service levels agreed between Client and the Resolver which Client has notified in writing to Argility.

3.2. When placing a Service Call reporting an Incident, Client shall also provide, where available (and Client shall undertake reasonable endeavours to investigate these), details of: the Incident and any error messages generated by the Link and the Argility Systems; reduced functionality and time delays experienced in the processing of transactions on the Link and the Argility Systems; and, activities taking place on the Link and the Argility Systems (by Client) at the time the Incident was experienced or when any error message was generated.

3.3. Client shall co-operate with the Service Desk and Resolvers and provide information reasonably requested and follow instructions reasonably given, including, in respect of Incidents, those given to try Resolve and/or reproduce the Incident and/or to provide a screen or data dump in relation to the Incident or the activities taking place on the Link and/or the Argility Systems (by Client) at the time the Incident was experienced.

3.4. The Service Desk shall close Service Calls once the associated Resolver notifies Argility that the Service Call has been Resolved, provided that if Argility forms the opinion, in its reasonable discretion, that a Service Call may not have been Resolved then Argility shall report this to Client. Should Client –

3.4.1. agree that a Service Call has been Resolved, Client shall confirm this within 3 Business Days, and Argility shall close the Service Call;

3.4.2. disagree that the Service Call has been Resolved, Client shall notify the Service Desk within 3 Business Days thereafter, giving detailed reasons sufficient to allow Argility (or the Resolver) to identify the steps to be taken to achieve Resolution of the Service Call. For Incidents, Argility shall determine, based on its reasonable discretion and on the detailed reasons given, whether it is the same Incident reported in the original Service Call. Should Argility determine that it is not, the Service Desk shall close that Service Call and log a new Service Call reporting a new Incident;

3.4.3. neither agree or disagree within the relevant period, the Service Call shall be deemed to have been Resolved and shall be closed.

3.5. Where Argility Resolves an Incident by way of a temporary resolution it shall make a determination in the exercise of its reasonable discretion as to whether it is necessary, practical and economically reasonable to take action to attempt to avoid similar Incidents in the future. Should Argility determine that it is, Argility shall generate a Problem Ticket, log it with the Service Desk, stipulate a non-binding estimated time for completion thereof, and notify Client accordingly.

4. SUPPORT SERVICES

4.1. Argility shall perform Support Services in respect of the SaaS Services, during Service Hours and in accordance with any applicable Service Levels. For Service Calls placed outside of Service Hours, Argility shall Respond and provide Support Services after the commencement of the next cycle of Service Hours. Argility shall provide Support Services by way of telephone or remote access from Argility to Client’s site.

4.2. No Service Level Default shall be incurred in respect of Services (including SaaS Services) during any associated Scheduled Downtime. Should Client postpone Scheduled Downtime on Services (including SaaS Services): Argility shall be relieved of its performance of Support Services and shall not be liable for any Service Level Default until routine maintenance and servicing of such Services (including SaaS Services) planned for that Scheduled Downtime has been carried out; and, all additional costs incurred by Argility arising therefrom shall be for Client’s account and charged for on a Time and Materials basis.

4.3. Argility may terminate Support Services or change the types of support available: on expiration of the then current term for Support Services; or, on 30 days prior written notice if it reasonably determines that a modification or alteration to goods (other than made or approved by Argility) or Client’s failure to install any update or upgrade in the Clint Environment may interfere with the provision of Support Services.

5. SERVICE LEVELS

5.1. The Parties agree that the purpose of Service Levels is to achieve a fair, accurate and consistent measurement of Argility’s adequate performance of the associated Services in terms of the Agreement and that Service Level objectives shall be reviewed (and if necessary amended on prior written notice) by Argility annually to ensure that this purpose is being achieved.

5.2. Service Levels are calculated during Service Hours only and are measured over a period of a single calendar month at a time.

5.3. Service Level time periods stated in the Agreement exclude any travelling and layover time incurred by Argility in performance of the associated Services which shall be deducted from Response times and/or Resolve times when calculating whether Service Levels have been met.

5.4. Should Argility fail to meet a Service Level, Argility shall: endeavour to correct the Service Level Default within a reasonable period of time; and, if it reasonably determines it to be necessary, practical and economically reasonable, take action to attempt to avoid a similar Service Level Default in the future.

5.5. Should Argility fail to meet a Service Level due to factors beyond its reasonable control including Client’s failure to perform its responsibilities in a timely manner, Argility shall be excused from meeting that Service Level for as long as those factors prevail. No Service Level Default shall be incurred, and Argility shall not be liable for any Service Level Default, in respect of any Disaster. For these purposes, “Disaster” means a failure of SaaS Services to operate which results in a significant adverse impact on Client’s business, and in respect of which Argility is unable to determine a Resolution for such failure, despite having applied reasonable efforts.

5.6. Where Argility has requested Client to provide a screen or data dump in relation to any Service Call, the calculation of Service Levels in relation to that Service Call shall exclude the time elapsed between the time such a request is made until the time Argility receives the entirety of the screen or data dump so requested.

5.7. In determining if Argility has met any Service Level, Service Calls shall be deemed to have been Resolved at the point in time when Argility advises the Service Desk that the Service Call has been Resolved unless Client notifies Argility to the contrary within 3 Business Days thereafter, giving detailed reasons sufficient to allow Argility (or the Resolver) to identify the steps necessary to be taken to achieve closure of the Service Call.

6. SERVICE CALLS ESCALATION

6.1. Service Calls placed by Client for any Severity 1 shall be immediately advised to Argility’s Staff member in charge of the associated Service. Service Calls placed by Client for any other Incident shall be advised to Argility’s Staff member in charge of the associated Service should Argility fail to Respond and/or fail to Resolve the Incident within any applicable Service Level period in the Proposal.

6.2. If Service Calls are escalated the Parties shall hold meetings between them until the Service Call has been Resolved which meetings may be physical or virtual (tele- or video-conference). Escalation meetings shall have a frequency and be attended by representatives of each Party escalating in seniority, based on the category of the Incident being experienced, and shall cover the following topics: the steps to be implemented to Resolve the Service Call and estimated time to Resolve the Service Call; and, the time of the next escalation meeting during which progress shall be reported. If necessary, the Parties shall repeat this process until such time as the Service Call is Resolved.

7. ADDITIONAL SERVICES

Should Client require the provision of the Services at service levels that exceed the levels set out in this SLA, then such increased services levels shall be provided subject to the terms and conditions of a separate Proposal which shall be concluded between the Parties.