COMPLYFIRST - SERVICE LEVEL AGREEMENT

DEFINITIONS

The following definitions apply in this service level agreement (SLA):

Commercially Reasonable Efforts

the same degree of priority and diligence with which Complyfirst meets the support needs of its other similar customers, but no less than a reasonable and prudent standard.

Contract

means the contract between Complyfirst and the Customer.  

Customer Cause

any of the following causes:

  1. any improper use, misuse or unauthorised alteration of the Software by Customer (including any of its customers, in cases where Customer is a reseller) and any of their authorised users;
  2. any use of the Software by Customer in a manner inconsistent with any written instructions or specifications provided by Complyfirst;
  3. the use by Customer of any hardware or software, or third party integration, with the Software that are not provided or implemented by Complyfirst or approved by the Complyfirst for use in connection with the Software;
  4. the use of a non-current version or release of the Software;
  5. any other cause outside of Complyfirst’s reasonable control, including any other such circumstances specified in the Contract.

Fault

any failure of Complyfirst to deliver Software (where provided on a Saas basis) with reasonable skill and care and providing the baseline functionality specified in the Proposal, including any failure or error referred to in the Service Level Table. 

Help Desk Support

any support provided by help desk technicians sufficiently qualified and experienced to identify and resolve most support issues relating to the Software.

Complyfirst

As defined in the Contract. 

Out-of-scope Services

any services which are outside the scope of the Support and Services, including:

  1. any services provided by Complyfirst in connection with any apparent problem regarding the Software reasonably determined by Complyfirst not to have been caused by a Fault, but rather by a Customer Cause or a cause outside Complyfirst’s control (including any investigational work resulting in such a determination);
  2. any Support provided pursuant to paragraph 1.3; or
  3. any other services in respect of matters which are outside the scope of a Fault (as defined).

Software

as defined in the Contract, and includes the Subscription Services through which the Software is made available. 

Services

as defined in the Contract. 

Service Level Table

the table set out in paragraph 4.2.

Service Levels

the target response times referred to in the Service Level Table.

Solution

either of the following outcomes:

  1. correction of a Fault; or
  2. a workaround in relation to a Fault (including a reversal of any changes to the Software if deemed appropriate by Complyfirst) that is reasonably acceptable to Customer.

Support 

as defined in the Contract.  

Support Hours 

means 9am to 5pm GMT on Business Days in the UK and Ireland. 

Support Request

request made by Customer for Support through the Complyfirst proscribed mechanisms for raising Support tickets.
  1. SUPPORT SERVICES
    1. During the Term, Complyfirst shall perform the Support during the Support Hours in accordance with the Service Levels. This SLA shall form part of the Customer’s Contract and shall be subject to the terms thereof. Any terms defined but not used herein have the meaning given to them in the Contract.
    2. As part of the Support Services, Complyfirst shall:
      1. provide Help Desk Support by means of in-Service functionality;
      2. use Commercially Reasonable Efforts to correct all Faults notified under paragraph 3.1; and
      3. provide technical support for the Software in accordance with the Service Levels.
    3. Any Support provided (at the Customer’s request for such Support) by an individual whose qualification or experience is greater than that reasonably necessary to resolve the relevant Support Request shall be deemed an Out-of-scope Service, provided that an appropriately qualified or experienced individual was available at the time when such Support was sought.
    4. Complyfirst may reasonably determine that any services are Out-of-scope Services. If Complyfirst makes any such determination, it shall promptly notify Customer of that determination. The caveats and exclusions around the warranty set out in the Contract shall generally apply.
    5. Customer acknowledges that Complyfirst is not obliged to provide Out-of-scope Services having adjudged any Support to require Out-Of-Scope Services.
  2. FEES
    1. The provision of Support Services on a remote, off-site basis (such as over the telephone or by e-mail) shall be included in the Subscription Charges, subject to reasonable usage and the other terms of the Contract.
    2. The provision of Out-of-scope Services shall be charged for at the applicable time and materials rates set out in Complyfirst’s published tariff schedule provided in the relevant Proposal.
  3. SUBMITTING SUPPORT REQUESTS AND ACCESS
    1. Customer may request Support by way of a Support Request. Each Support Request shall include a description of the problem and the start time of the incident. Customer shall provide Complyfirst with prompt notice of any Faults.
    2. All Support tickets must be raised, and will be dealt with, in accordance with the terms of the Contract and any published support services policy we may introduce from time to time.
    3. All Support shall be provided remotely from Complyfirst’s office and provided in English. Remote access must be provided by Customer to allow Complyfirst access to Customer Equipment for emergency fixes, if required and requested.
  4. SERVICE LEVELS
    1. Complyfirst will use Commercially Reasonable Efforts to make the Software available 24 hours a day, 7 days a week with 99.5% uptime, except for:
      1. planned maintenance carried out outside of Complyfirst’s Business Hours; and
      2. unscheduled maintenance, provided that Complyfirst have used reasonable endeavours to give Customer at least 4 hours' notice in advance; and
      3. downtime outside Complyfirst’s reasonable control, as further outlined in the Contract (including, where or to the extent any downtime relates to issues with any downloadable application comprised in the Software, any downtime attributable to the Customer Equipment or third party integrations not under Complyfirst’s control).
    2. Complyfirst will:
      1. use all reasonable endeavours to respond to requests for Support made through the helpdesk; and
      2. use all reasonable endeavours to respond to Faults raised by Customer in accordance with the following response time matrix and work to provide a Solution as soon as reasonably possible.

        LEVEL OF SEVERITY

        DESCRIPTION OF SEVERITY

        TARGET RESPONSE TIMES (WITHIN BUSINESS HOURS)

        Level Red

        Production application down or major malfunction resulting in majority of users unable to perform their normal functions.

        4 Hours

        Level Orange

        Critical loss of application functionality or performance resulting in high number of users unable to perform their normal functions.

        8 Hours

        Level Yellow

        Moderate loss of application functionality or performance resulting in multiple users impacted in their normal functions.

        1 Business Day

        Level Blue

        Minor loss of application functionality or Software feature question.

        2 Business Days
      3. Complyfirst shall determine, acting reasonably, into which severity category an issue raised through the Support falls.