Service Level and Support Agreement

This Service Level and Support Agreement (“SLSA”) is entered into by and between SysAid Technologies Ltd. (“SysAid”) and Customer and forms part  of  and is subject to the SysAid Technologies Cloud Terms and Conditions unless Customer has a written Master Services Agreement (“MSA”) with SysAid, in which case, the MSA  will govern (in either case, the “Agreement”). In case of any conflict between this SLSA and the Agreement, the latter shall prevail. Nothing in this SLSA increases SysAid’s liability beyond the limitations set forth in the Agreement, and Service Credits count toward that liability cap. 

Capitalized terms used and not defined in this SLSA will have the meanings set forth in the Agreement.

This SLSA states the service level commitments and technical support (“Support”) terms and conditions applicable to service offerings (“Services”) provided by SysAid directly to the Customer or indirectly via an authorized reseller, distributor, or other channel partner of SysAid. SysAid will not modify the terms of this SLSA during the then-current Subscription Term; however, if Customer renews its subscription to the Services, the version of the SLSA that is current at the time of renewal will apply throughout Customer’s then-current renewal term.

1. SERVICE LEVEL AGREEMENT

1.1  UPTIME COMMITMENT

SysAid will measure Target Availability and will publish such reports on a calendar monthly basis, for the twelve (12) most recently completed calendar months on its website at https://status.sysaid.com/.

1.2  DEFINITIONS

1.2.1 “Actual Uptime” means Maximum Availability less Downtime during the applicable calendar month.

1.2.2 “Actual Uptime Percentage” means the percentage resulting from the following expression: Actual Uptime divided by Maximum Availability.

1.2.3 “Available” or “Availability” means the ability for Customer to access the Service(s), including all material features and functionality, during a calendar month.

1.2.4 “Downtime” means the minutes in a calendar month where there is an outage of the Services and it is not Available other than for Permitted Downtime (as defined below).

1.2.5 “Emergency Maintenance Period” means the period of time elapsed during any maintenance performed on the Services, which maintenance is required as a result of conditions beyond SysAid’s reasonable control. Emergency maintenance may be a requirement for security or vital Services functionality.

1.2.6 “Maximum Availability” means the total number of minutes in the calendar month for which the Actual Uptime Percentage is calculated.

1.2.7 “Permitted Downtime” means the minutes in a calendar month the Services are not Available caused by: (a) Customer’s telecommunications or Internet services; (b) software, data, or hardware not provided or controlled by SysAid, including but not limited to, Third-Party Services as defined in the Agreement; (c) Force Majeure Events; (d) Customer or its Users configuring, integrating or operating the Services in a manner not in compliance with the applicable published Documentation and guidelines or otherwise authorized by SysAid (e) any Scheduled Maintenance Period, (f) any downtime mutually agreed in advance with Customer in writing or via email, or (g) any evaluation, beta, demonstration, non-production or proof-of-concept uses or versions of the Services.

1.2.8 “Target Availability” means the percentage of Actual Uptime noted in Section 1.1 above.

1.2.9 “Scheduled Maintenance Period” means the period of time for any scheduled maintenance performed by SysAid’s product on the Services. A Scheduled Maintenance Period shall not exceed a total of eight (8) hours in each calendar year. SysAid operates a routine weekly maintenance window every Sunday between 07:00 AM and 12:00 PM GMT. Activity during this window is primarily non-disruptive; only periods of actual Service unavailability count against the annual 8-hour cap.

1.2.10 “Subscription Term” means the period during which Customer is authorized to access and use the Services, as set forth in the applicable Order Documents, including the initial subscription term and all renewal terms. 

1.2.11 “Support Tier” means the tier of technical support purchased by Customer as specified in the applicable Order Form: Bronze, Silver, Gold, or Gold VIP, each as further defined in Section 2 of this SLSA.

1.3  SERVICE CREDITS

1.3.1 During each month of Customer’s purchased Subscription Term to the Services, SysAid will make the Services Available during the Target Availability period noted in Section 1.1.

1.3.2 If, during any full calendar month of the purchased Subscription Term, the Actual Uptime Percentage for the specific Service(s) that have been licensed by Customer is lower than the Target Availability, then as Customer’s sole and exclusive remedy (other than the termination right in Section 1.4 below), Customer will receive the applicable credits, subject to the terms and conditions of this SLSA. SysAid will provide Customer with credits (“Service Credits”) in accordance with Table 1.3 below. The Service Level Credit(s) will be calculated against Monthly Fees (defined below) and will be applied against future subscription Fees payable to SysAid. For the avoidance of doubt, Service Credits may not be exchanged for, or converted to, cash or other monetary amounts. To receive a Service Credit, Customer must submit a request to SysAid support via email within fifteen (15) days of such Downtime in excess of the Target Availability. In the event of any dispute between the parties regarding the Actual Uptime Percentage, the parties will coordinate in good faith to resolve any such dispute using available data and reporting from SysAid, which will be the system of record for such purposes. SysAid will issue the Service Credit(s) to Customer within one (1) billing cycle following the month in which the request occurred. Customer’s failure to either submit the support request or provide the request within the time period set forth above will disqualify Customer from receiving a Service Credit in relation to Downtime.

1.3.3 Service Credits are not available if Customer is not current with payments or is otherwise in breach of the Agreement, unless any unpaid amounts are subject to good faith dispute by Customer as set forth in the Agreement. For purposes of calculating Service Credits, “Monthly Fees” means the pro-rata amount of the annual fees paid or payable by Customer for a given month for a given Service that did not meet the Target Availability during such month. “Service Credits” means the applicable Service Credit % in Table 1.3 multiplied by the Monthly Fees.

TABLE 1.3  SERVICE LEVEL CREDITS

1.4  TERMINATION RIGHT

In addition to Service Level Credits, Customer may terminate the Agreement on thirty (30) days’ prior written notice to SysAid in the event that SysAid fails to meet the Target Availability in three (3) consecutive months in a twelve (12) month calendar period. If Customer terminates pursuant to this Section, then Customer will receive a pro-rata refund of pre-paid Fees remaining for the then-current Subscription Term.

1.5  SLC NOTIFICATIONS

Scheduled Maintenance Notifications. Scheduled Maintenance Periods will not exceed eight (8) hours in each calendar year unless mutually agreed in writing (including via email) in advance. SysAid will provide Customer with at least seven (7) business days’ advance notice for standard maintenance required for major releases or otherwise performed in the ordinary course of business and not for Emergency Maintenance Period purposes. SysAid will use commercially reasonable efforts to schedule Scheduled Maintenance Periods during the weekly Sunday maintenance window (07:00 AM – 12:00 PM GMT) or other low-usage periods. Scheduled Maintenance Period notifications will be sent through the Services and posted on the SysAid status page at status.sysaid.com (the “Status Page”).

Emergency Maintenance Notifications. SysAid will provide Customer with advance notice for Emergency Maintenance Periods where possible. Emergency Maintenance Periods may occur at any time, as SysAid deems necessary. In the event of emergency maintenance, updates will be posted to the Status Page. Notifications will be automatically sent to all Customers via their designated delivery channels (including Email, Slack, etc.). It is the Customer’s sole responsibility to subscribe to the Status Page and ensure the notification settings and designated delivery channels are current and fully functional. 

2. SUPPORT

2.1  Technical Support.

During the Subscription Term, SysAid will provide Support for the Service(s) and the Support Tier the Customer has purchased. SysAid provides Customer with support channels determined by Customer’s purchased Support Tier, as set forth in the table below, including regional holidays (“Business Hours”). Customer may only designate Administrators as support contacts (“Customer Contacts”) to raise support requests with SysAid. SysAid will provide  remote assistance in the English language to Customer Contacts for questions or issues arising from any bugs, defects, or errors in the Services, in each case causing the Services not to perform in material conformance with the Documentation (“Errors”) as further described below, including troubleshooting, diagnosis, and recommendations for potential alternative solutions for the duration of Customer’s applicable Subscription Term.

The following are the SysAid Support Channels by Tier:

2.2  Target Response Times:

All suspected Errors reported to the SysAid customer support department will be classified and directed to the appropriate team for response.

TABLE 2.2 – SEVERITY LEVELS & TARGET RESPONSE TIMES

2.3  Submission of Support Cases.

Customer Contacts may submit a support request to the SysAid Support Portal and a SysAid support representative will determine the severity level based on the description provided by the Customer Contacts according to Table 2.2 above (“Severity Level”) solely for purposes of having the support request submitted (collectively, a “Support Case”). Customer Contacts will ensure that each Support Case submitted will; (a) designate the initial Severity Level of the Error in accordance with the definitions in Table 2.2 above, (b) identify the Services that experienced the error, (c) include information sufficiently detailed to allow SysAid to duplicate the Error (including any relevant error messages, screenshots, videos, etc.), and (d) provide contact information for the Customer Contact most familiar with the issue.

2.4  Error Response.

Once a Support Case is created, SysAid will acknowledge the Error to Customer and issue a tracking number. The Severity Level of the submitted Support Case is used to determine the target response times listed in the table above. Initially, the Customer may set the Severity Level of a ticket. SysAid reserves the right to reclassify the Severity Level at any time if SysAid reasonably believes the classification is incorrect. Unless Customer expressly designates the Severity Level, the Support Case will default to a Severity 3 Error. All target response times will be as set forth in the table above, and with respect to Severity 3 or Severity 4 Errors will commence at the beginning of the next business day for requests for Support Cases that are logged during SysAid non-business hours. If SysAid’s Severity Level designation is different from that assigned by Customer, SysAid will notify Customer of such designation within the SysAid Support Portal . If Customer notifies SysAid of a reasonable basis for disagreeing with SysAid’s designated Severity Level, the parties will discuss in an effort to come to mutual agreement. If disagreement remains after discussion, each party will escalate within its organization and use good faith efforts to mutually agree on the appropriate Severity Level.

2.5  Error Applicability.

SysAid’s ability to replicate and respond to Customer-identified Errors will depend on accurate and detailed information supplied by Customer.

Target response times will run from the earlier of:

• identification of the Error by SysAid via support channels; or
• receipt of a support request stating the correct identification of the Error by Customer

The target response times stated above will not apply:

• where both parties agree, the putative Error is outside of the control of SysAid;
• where the putative Error cannot be responded to due to Customer’s failure or inability to respond to any Error for which Customer’s participation or Customer’s response is inherently required as part of the response to the identified issue; or
• In the event of a Service Incident, the target response times shall not apply and instead SysAid will implement its Service Incident communication process. A “Service Incident” is an unplanned event affecting multiple SysAid customers where the Services are unavailable, or performance of the Services is degraded as to render the Services unusable.

3. EXCLUSIONS

SysAid is not required to provide Support where:

• Products, networks, applications, hardware or software not provided by SysAid as an included component of the Services, including, but not limited to, issues resulting from inadequate bandwidth or related to Third-Party Services;
• Errors or unavailability of Customer Data or Third-Party Services or other information supplied by Customer;
• Use of the Services by Customer or its Users other than as authorized under the Agreement, SOF, or Documentation, including but not limited to, Customer’s unauthorized action or lack of action when required, or from its employees, agents, contractors, or vendors, or anyone gaining access to SysAid’s network by means of Customer’s log-in credentials, passwords or equipment, or otherwise resulting from your failure to follow appropriate security practices;
• Customer or User equipment, networks, or devices;
• General Internet problems, or other factors outside of SysAid’s reasonable control, including Force Majeure Events;
• Evaluation, beta, demonstration, non-production or proof-of-concept uses or versions of the Services.
• Use of any Services after SysAid advised Customer to modify its use of the Services, if Customer did not modify its use as advised;
• Customer’s failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or use of the Services in a manner inconsistent with the features and functionality of the Services or inconsistent with SysAid’s published guidance;
• Faulty input, instructions, or arguments (for example, requests to access files that do not exist);
• Customer’s attempts to perform operations that exceed prescribed quotas or that resulted from throttling of suspected abusive behavior;
• Service misconfiguration (knowingly or unknowingly) by customer leading to performance degradations;
• Issues related to billing, renewals, or service engagements;
• Extended functionalities such as custom apps & custom codes/scripts, Third-Party Services; or
• Customer’s use of the Service in violation of the Agreement.

4. BUG FIXING

SysAid will investigate Support Cases concerning suspected Errors within the Services for which bug fixes may be required. SysAid will handle Severity 1 and Severity 2 issues with utmost priority but does not promise any resolution time. SysAid will engage in and will continue commercially reasonable efforts including incorporating any available work around solutions necessary to resolve any such Errors and will continue to assist Customer to resolve any such Errors. SysAid will use commercially reasonable efforts to correct the Error or provide a workaround if available to permit Customer to use the Services substantially in conformance with the applicable Documentation. A bug fix or alternative solution may be provided in the form of a temporary fix, procedure, or routine.