This Service Level Agreement (the “SLA”) defines the level of availability and support of the Platform by Oxynade. This SLA supplements the Oxynade SaaS Agreement that was concluded between the Client and Oxynade (the “Agreement”) and forms an integral part of the Agreement. Any capitalized terms not defined in this SLA, will have the meaning as set out in the Agreement.
Pursuant to the Agreement, Client has obtained a license to the Platform. Pursuant to this SLA, Oxynade ensures the Availability of the Platform and supplies Basic Support Services.
IT HAS BEEN AGREED UPON WHAT FOLLOWS
Article 1 – Definitions
The words written with a capital letter have the meaning as set forth under the Agreement.
“Availability” means the period during which the Platform shall be operational and available to communicate with the internet.
“Business Hours” means 9.00h to 17.00h CET on Business Days.
“Business Days” Monday to Friday excluding Belgian official holidays.
“Failure” means a defect, or combination of defects, in the Platform that results in failure of the Platform to function in accordance with the Specifications.
“Response Time” means the time measured between the moment when sufficient and accurate information is received by Oxynade and the moment that Oxynade has started to work on a patch, fix or temporary workaround.
“Specifications” means the specifications of the Platform as set out in the documentation.
Article 2 – Basic Support Services
Following support services are included in the Basic Support Services:
Third-line support via the helpdesk
Client will provide first-line support to Ticket Buyers and second-line support to Event Organisers. Oxynade only provides third-line support to the Client.
During Business Hours
During Business Hours, Oxynade will (i) assist the Client via telephone and email in solving configuration and functional issues and other issues that cannot be solved after adequate research in the documentation and (ii) to the best of its efforts, provide the Client with fixes, solutions, corrections and/or work-arounds for Failures that have been notified by the Client in accordance with this SLA.
Outside Business Hours
Outside Business Hours, an emergency number will be made available to the Client which can be contacted in case of a failure of category “Blocking – Severity 1”. The emergency number is only to be contacted for Failures, excluding issues with regard to configurations. Oxynade will (i) assist the Client via telephone and email and (ii) to the best of its efforts, provide the Client with fixes, solutions, corrections and/or work-arounds for Failures that have been notified by the Client in accordance with this SLA.
Client shall (i) make all reasonable efforts to determine whether an Failure is an error in the Oxynade Platform or is due wholly or partly to the use of the Platform in a manner for which it was not designed, (ii) provide Oxynade with all relevant information when reporting an Failure, including, without limitation, the name of the person reporting the Failure, the date of the Failure and a description of the Failure and such other diagnostic information as may be agreed between the Parties, (iii) provide all reasonable assistance to Oxynade necessary to reproduce and demonstrate any Failure, (iv) supply Oxynade with all documentation, sample data and anything else reasonably required by Provider to investigate and rectify the reported Failure, (v) notify Oxynade as soon as possible after the occurrence of any Failure that requires support in accordance with what is set out in this SLA.
Only key users that have received proper training are eligible to contact the helpdesk. In case the staff of Client is insufficiently trained in the reasonable opinion of Oxynade, Oxynade may request such staff to follow additional training. Such training will be charged as Additional Services. Oxynade’s obligations to provide support are conditional upon Client being able to have trained personnel available.
Additional Services, such as a helpdesk assistance (for SL2 through SL4) outside Business Hours, can be delivered at the Client’s request. Such services will be charged as Additional Services.
Article 3 - Updates
At no additional cost, Oxynade may provide updates of the Platform, which may contain enhancements, additional features and modifications, which are deemed by Oxynade – in its sole discretion – to be minor incremental improvements or extensions.
Article 4 – Service levels
Categories of Failures
On the basis of the provided information, Oxynade shall classify the reported Failure in either of following categories:
Blocking - Severity 1 (SL1): The Client or the Event Organisers are not able to complete their time-critical activities as a result of the Failure. The Ticket Buyers cannot buy Tickets. No workaround is available. Besides the obligatory written announcement of the failure, this failure has also to be announced by phone to Oxynade.
Urgent - Severity 2 (SL2): The Client or the Event Organisers are not able to complete their time-critical activities as a result of the Failure, but a workaround is available. The Ticket Buyers are severely hindered in the purchase process, but a workaround is available.
Basic - Severity 3 (SL3): Individual functionality is not performing properly but without an immediate impact on time-critical activities.
Low - Severity 4 (SL4): Minimal or no impact on the Client or the Event Organisers (e.g. cosmetic issue).
Oxynade warrants following Response Times:
Severity 1: Oxynade will respond and start to resolve the Failure within 2 Business Hours.
Severity 2: Oxynade will respond and start to resolve the Failure within 4 Business Hours.
Severity 3: Oxynade will respond and start to resolve the Failure within 2 Business Days.
Severity 4: These issues might be addressed in a next Platform update as long the Project Idea (PI) is accepted by Oxynade, in its sole discretion.
In case the Failure is caused by third-party software or hardware, Oxynade will escalate the issue with the supplier of that software or hardware.
Actual Response Times are dependent on the level of assistance provided by the Client and shall be calculated from the moment Oxynade is provided with (i) as regards Response Times, the necessary diagnostic information and (ii) telephone confirmation as regards Severity Level 1 Failures, until such time that Oxynade delivers a response, status update, work-around or permanent fix to the Client, as applicable.
Article 5 – Availability
Oxynade will use its best efforts to ensure a professional Availability of the Platform during Business Days. However, Oxynade does not warrant that the Platform will be available at all times and without interruption or that it will be completely free of bugs, defects or Failures. During the Term, Oxynade shall ensure an Uptime of 99% per 12 months, excluding Scheduled Maintenance.
Availability is calculated on a yearly basis. The Availability commitment shall not apply to the extent that the failure to achieve the Uptime is due to (a) circumstances caused by factors outside of Oxynade’s reasonable control, including any Force Majeure or Internet access or related problems beyond the demarcation point of Oxynade, (b) any actions or inactions of the Client, (c) Client’s equipment, software or other technology and/or third party equipment, software or other technology.
Payment solutions are provided by external payment providers. Oxynade cannot warrant their availability.
Interruptions caused by Scheduled Maintenance or Force Majeure will not be counted when measuring the Availability. Oxynade will use commercial efforts to inform the Client of such interruptions. Oxynade will perform this scheduled maintenance as much as reasonably possible outside Business.
Article 6 – Rights and obligations with respect to modified software
The Parties hereto expressly agree that each version of the Platform, to the extent that it would be modified as a result of this Service Level Agreement, will replace as modified version the original or previous version of the Platform and henceforth be subject to all rights and obligations as mentioned in the Agreement.
Article 7 – Price
The Basic Support Services are provided at no cost.
All services that are not expressly included in the Basic Support Services, are deemed to be Additional Services and will be charged at the applicable rates under the Agreement, this may include (non-exhaustive list):
- advice on how to use, configure or administer the Platform;
- advice on how to rectify Failures in areas other than the Platform;
- changed specification, request for change, and impact analysis;
- advice on how to rectify Failures that are attributable to (i) accidents, misuse, negligence or failure of the Client to follow instructions for proper use of the Software, (ii) improper configuration of the Platform other than an improper configuration performed in accordance with Oxynade’s Specifications.
Article 8 – Remedy
Client’s sole and exclusive remedy for a failure of Oxynade to meet the service levels as set out in this SLA during any given month shall be a free one (1) week extension of the then current quarter (by discounting the relevant license fee in the following quarter). Client will in this case waive his rights to dissolution, suspension and/or compensation related to these events. A claim for discount will only be processed, if the Client has made a support request concerning the downtime or Failure. The claim can be submitted up to 10 Business Days following the end of the calendar month, in which the support request to which the claim relates to has been created.