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Service Level Agreement

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SCHEDULE 3 SERVICE LEVEL AGREEMENT

This Service Level Agreement is in 2 parts, namely:

Part 1 – maintenance services (the “Maintenance Services“); and

Part 2 – availability services (the “Availability Services“).

PART 1 – MAINTENANCE SERVICES

  1. MAINTENANCE SERVICES

Apply shall provide the following Maintenance Services during the Term:

1.1          1st level support help desk facility during Standard Support Hours via support@applyfinancial.co.uk  which includes: call logging; initial assessment of any service problem report (“SPR“) to identify whether the problem is software or data related; allocation of the appropriate resource; confirmation; initial basic telephone support;

1.2          technical support to further identify the problem, provide patch or similar fix;

1.3          2nd level support under which senior developers, including third party resources, may be required to resolve problems;

1.4          workarounds for Service problems and track defects;

1.5          permanent fixes and composite releases of fixes on a regular basis; and

1.6          notification to the Customer of any system outage, or major system degradation.

  1. PROBLEM REPORTING

The Customer shall report all Service problems as per the process outlined below:-

2.1          All Service problems shall be specifically documented in a SPR in the form to be provided by Apply, subject to immediate response to telephone request for critical errors.  Apply undertakes to respond to all completed and delivered SPRs within the agreed time frames as set out in paragraph 2.4, and shall notify acceptance of the SPR to the Customer via fax or email, indicating any variance in status level and if a SPR is deficient a reply from Apply shall detail areas where the SPR is deficient. Where there is a variance in the status level both parties will mutually agree the correct status level. The SPR should enable Apply to replicate the event on the support system.

2.2          The initial response, reporting and service restoration detailed in this paragraph 2 shall be in accordance with the timings set out in the table in paragraph 2.4.  Apply shall maintain a log of the date and time of receipt of the SPR. The response time shall be calculated from Apply’s receipt of a completed SPR.

2.3          Apply shall assign a member of staff to the problem who will remain responsible for the problem resolution and any communications and co-ordination with the Customer at all times.

2.4          Apply shall respond to an accepted SPR in accordance with the following response times (“Service Levels“).

Critical

SPR acknowledged and resources assigned – 30 minutes

Open incident record update frequency – 2 hourly

Target service restoration time (delivery of a temporary workaround solution) – 4 hours

Permanent data resolution implemented or scheduled – 10 days

Permanent software resolution implemented or scheduled – 10 days

Incident report – 14 days

Significant

SPR acknowledged and resources assigned – 4 hours

Open incident record update frequency – as required

Target service restoration time (delivery of a temporary workaround solution) – 1 week

Permanent data resolution implemented or scheduled – 8 weeks

Permanent software resolution implemented or scheduled – 8 weeks

Incident report – monthly log

Non-critical

SPR acknowledged and resources assigned – 8 hours

Open incident record update frequency – as required

Target service restoration time (delivery of a temporary workaround solution) – 4 weeks

Permanent data resolution implemented or scheduled – 8 weeks

Permanent software resolution implemented or scheduled – 8 weeks

Incident report – monthly log

2.5          Apply shall work on problems and provide the Customer with resolution or a workaround in accordance with the Service Levels set out in paragraph 2.4.

  1. ERROR DEFINITIONS

For the purpose of this Schedule 3, the errors to which the Service Levels apply shall be defined as follows:

o             ‘Critical’  shall mean a problem which results in an emergency situation in which the Solution is inoperable, produces incorrect results for more than one record, or fails catastrophically with unexpected termination of the Solution. Apply will provide a response by a qualified member of staff to the SPR on receipt of the SPR and will work continually with all available resources within its operational abilities until the problem is resolved. The Customer will be kept updated in a timely manner of the progress of the resolution and the resolution will be delivered immediately to the Customer as a workaround or as an emergency data service fix in accordance with the Service Levels set out in paragraph 2.4.  If Apply delivers an acceptable workaround, the severity classification will drop to a significant error;

o             ‘Significant’ shall mean a detrimental situation in which performance (throughput or response) of the Solution degrades substantially under reasonable loads.  The degradation is such that there is a severe impact on use; the Solution is usable, but materially incomplete; one or more mainline functions or commands is inoperable; or the use is otherwise significantly impacted.  The Customer will be kept updated and the resolution will be delivered to the Customer in accordance with the Service Levels set out in paragraph 2.4.  If Apply delivers an acceptable workaround for a significant error, the severity classification will drop to a non-critical error;

o             ‘Non-critical’ shall mean a problem that does not materially affect the overall use of the Solution, produces an inconvenient situation in which the Solution is usable, but does not provide a function in the most convenient or expeditious manner, and the user suffers little or no significant impact. The Customer will be kept updated and the resolution will be delivered to the Customer in accordance with the Service Levels set out in paragraph 2.4.

 

  1. ESCALATION PROCEDURES

Where incidents remain unresolved within the response time set out in paragraph 2.4, the incident shall be automatically escalated to Apply’s management (as set out below) based on incident severity.  Apply will provide regular feedback to the Customer as required.

If a situation arises whereby the Customer needs to escalate an incident, the Customer shall notify via e-mail the Chief Technology Officer and in his/her absence the Managing Director.

Contact Details:

Chief Technology Officer:

Martin Eves

Martin.eves@applyfinancial .co.uk

Managing Director:

Mark.Bradbury@applyfinancial.co.uk

  1. FAILURE TO MEET SERVICE LEVELS

In the event that the performance standards in the Service Levels set out in paragraph 2.4 are not met the Customer shall receive an extension of the Term at no extra charge equal to twice the number of days on which failure occurs (“Free Days“).  Any Free Days accumulated during the Term shall be provided by Apply to the Customer at the end of the Initial Term or, in the event that the Term is extended, the applicable Renewal Term.

  1. SUPPORT

6.1          Apply shall provide competent and qualified staff to undertake the support that is required, and shall ensure that reasonable expertise is exercised.  A regular training programme on Solution features and enhancements, updates or alterations shall be operated by Apply.

6.2          Apply shall issue enhancements, updates or alterations as and when required at the absolute discretion of Apply.

6.3          Apply shall issue updates to the Reference Data once a day or such other frequencies as may be set out in the Specification or agreed between the parties.

6.4          All error fixes or workarounds shall be documented within 3 months. With each enhancement, update or alteration, error fixes will be consolidated into new user and maintenance manuals.

 

PART 2 – AVAILABILITY SERVICES

This Part 2 defines the minimum levels of service that Apply will maintain in the event that the Customer requires Apply to provide Availability Services in respect of the Solution.

  1. Maintenance
    • Scheduled maintenance:

To ensure optimal performance of the servers, Apply will perform routine maintenance on the servers on a regular basis, which may require servers to be removed from the scope of the Availability Services. Apply reserves one hour of server unavailability per month for maintenance purposes. This server unavailability will be excluded from the uptime calculations. All maintenance shall be performed during 7pm to 7am GMT. Apply will provide the Customer with 1 week advanced notice of maintenance and 15 Business Days for interface changes. The Customer’s nominated contact is:

Name of Contact Email Telephone Number
[insert details] [insert details] [insert details]
  • Emergency maintenance:

Under certain circumstances Apply may need to perform emergency maintenance, such as security patch installation or hardware replacement. Apply will notify the Customer as soon as it becomes aware of the need for such emergency maintenance and provide the Customer with advanced notice in case of emergency maintenance for security installation. Notice will be given to the appointed Customer contact prior to hardware replacement. This server unavailability due to security patch installation emergency maintenance will be excluded from the uptime calculations.

  • Hardware replacement guarantee

Apply will use industry standard practices to determine whether server hardware is functioning properly and will replace non-functioning hardware with similarly functioning hardware. Apply guarantees hardware replacement within 24 hours from the time the problem is identified.

  • Contingency
    • The Availability Services provided to the Customer are deployed in both a production and disaster recovery site. Any upgrades, patches and enhancements will be performed on both machines to ensure synchronisation. The disaster recovery server will be an exact replication of the production server and will be hosted in a separate physical location.
    • In the event that Apply has ascertained that the production server is non-operational and in an unrecoverable state, Apply will immediately invoke the secondary disaster recovery site. The Customer will be informed that the secondary site has been invoked and would need to route all requests to the disaster recovery server’s URL address that is provided by Apply.
  1. Service/Network Availability
    • Composite availability of the Availability Services shall be 99.99%
    • “Network Availability” shall be defined as the ability to pass incoming and outgoing TCP/IP traffic through Apply’s network from/to IP transit provider (internet backbone). Servers unavailability resulting from loss of Network Availability is excluded from servers availability calculations if the Network Availability loss is caused by any factor(s) beyond Apply’s control, including but not limited to such factors as IP transit provider (backbone) or the Customer’s portion of the network (commonly known as ’last mile’) failure, denial of service or similar attacks directed at Apply’s servers or Apply’s network.
    • Network Availability monitoring

To verify the Network Availability, Apply will probe router port to which the server is connected. If the probe is not successful, the port is considered non-operational and Apply’s personnel on duty are automatically notified.

  1. Response Times
    • Apply guarantees the following response times within the Standard Support Hours. All response times are measured from the moment the request enters Apply’s network to when it leaves:
  • 99% of responses within 1 second
  • 9% of responses within 5 seconds
  • 999% of responses within 10 seconds
    • If for a continuous period of 1 hour during the Standard Support Hours, 25% of response times are greater than 10 seconds the service will be considered non-operational and a critical error will have occurred for the purposes of this section.
  1. Web Server Availability

Apply guarantees at least 99.5% web server availability. Web server availability is defined as the ability to retrieve the HTTP headers from the hosting server, calculated on a monthly basis (“Web Server Availability”). Apply will not monitor availability of individual web sites but only monitors the server availability as a whole. Denial of service attacks or other types of attacks directed toward Apply’s network of servers resulting in or contributing to downtime will not be included in Web Server Availability calculations.

  1. Web Server Availability Monitoring

To verify the Web Server Availability, Apply will probe HTTP service to retrieve HTTP headers on the server. If the probe is not successful, the server is considered non-operational and the issue will be immediately escalated to Apply’s technical support and the system administrators.

  1. Application Server Availability Monitoring

To verify the application server availability, Apply will open connections to the application server. If the probe is not successful, the server will be considered non-operational and the issue will be immediately escalated to Apply’s technical support and the system administrators.

  1. NETWORK AND SERVERS AVAILABILITY
    • If Network or Web Server Availability for any full calendar month is below the guaranteed level set out in paragraph 2, Apply will issue a refund to the Customer calculated in the following way:
  • 0% to 90.0% – 5% of monthly fee credited
  • 0% or below -10% of monthly fee credited

The “monthly fee” shall mean the annual Charges divided by 12, which shall not include any inflation increases or set-up and installation costs invoiced to the Customer.

  • If the Network or Web Server Availability falls below 90% for 3 consecutive months, the Customer’s sole and exclusive remedy shall be either:
    • to receive a credit of 15% of the annual subscription fee that has been paid by the Customer to Apply in accordance with clause 5 for that Year, which shall be credited to the Customer within 7 Business Days of the end of the month in which the last service failure occurred; or
    • to terminate this Agreement forthwith.
  1. Server Software
    • Apply will exercise industry standard practices to ensure that all third party software is correctly configured.
    • In case there is more than one way to configure the software, Apply will choose the configuration it determines, in its sole discretion, to be the most appropriate.
    • Apply will install security patches, updates, and service packs as soon as practical. Solution updates may change system behaviour and functionality and as such may negatively affect the Customer’s applications.
    • Apply cannot foresee nor can it be responsible for service disruption or changes in functionality or performance due to implementation of software patches and upgrades to third party applications. If such disruption or changes occur, Apply will provide its best efforts to remedy the situation as soon as possible after being notified of the problem by the Customer.
    • Apply may be required by its software licensors to upgrade to the latest versions of the third party software. Third party licensor-required upgrades will be performed free of charge and upon reasonable notice to the Customer.
    • Software upgrades on Apply’s servers will occur at Apply’s discretion upon reasonable notice to the Customer. Apply is not responsible for problems that may arise from incompatibilities between new versions of the third party software, regardless of whether it was a requested, required or discretionary upgrade. Apply will not be held responsible for bugs in the third party software or for interpreting the reports generated by the third party software.
    • Apply, in its sole discretion, may upgrade the third party software to newer versions or replace it with different software upon providing a reasonable notice to the Customer.
  2. Software Updates
    • Apply will periodically release patches and updates to the Availability Services and its components. The patches and updates will be released to the pre-release server prior to being installed on the production server unless the patch is essential for normal running of the Availability Services to be maintained.
    • Patches will be made available on the pre-production server for a period of 2 weeks prior to the software being installed on the production servers. Apply will give the Customer 1 weeks’ notice of a patch being made available on the pre-production server.
    • Full release notes will be made available on release into this environment. A scheduled release will be made available for a month prior to being installed on the production server. Apply will give the Customer 2 weeks’ notice of a scheduled release being made available on the pre-production server, full release notes will be made available on release into this environment.
    • Interface Changes
      • In the event that a proposed software update results in a change to the interface exposed by the Availability Services Apply will give 30 days’ notice of such a change being implemented 90 days after that 30 day notice period. A detailed description of the changes being made available on the pre-production server will be provided.
      • Interface changes shall include:

(i) any changes to the WSDL file for the Validate web service, i.e. structure of the request and  responses;

(ii) any changes to error codes and their meanings, including addition and removal of codes;

(iii) any changes to authentication details or processes; and

(iv) any changes to how the service is to be accessed, e.g. certificates, URL, protocol.

  1. Customer Data and Confidentiality
    • All data created by Customer and stored by Apply or Customer within the applications and servers are considered by Apply to be the Customer’s property.
    • Apply is committed to protect the Customer’s privacy and the confidentiality of the Customer’s data to the maximum extent required by law and Apply undertakes to comply with the provisions set out in Schedule 4 (Data Protection).
    • Data Integrity

Apply employs RAID techniques to ensure the integrity of the data on its servers; the data is written to 2 disks simultaneously to prevent data loss in the event of hardware failure. Apply performs routine server backups for disaster recovery purposes only. Server backup scope and scheduling is at Apply’s sole discretion.

  • Data Retention

Apply shall not be responsible for retaining any of the Customer’s data after termination or expiry of this Agreement. All data shall be deleted from the servers after such termination or expiry and from back-ups during scheduled back-up rotation. Apply shall not restore, provide on any storage media or send out any data pertaining to existing or terminated accounts.

 

 

SCHEDULE 4 DATA PROTECTION

Business Contact Details

Scope and nature of Processing To enable the provision of access to the Platform and to facilitate business communications and billing in relation to this Agreement.
Purpose of Processing Provision of administration and support in relation to the Services in accordance with this Agreement.
Duration of the Processing The Term of this Agreement.
Types of Personal Data ·         Login details (name and email address)

·         Billing and business contact information (name, address, email address)
Categories of Data Subject Employees and contractors of the Customer.