Service Level and Support Terms

1. Introduction

These Service Level and Support Terms apply to the Subscribed Services to which the Customer has subscribed as set out in the Order Form and are incorporated into the Agreement pursuant to the General Terms and Conditions.   

Except where the context requires otherwise, capitalized words used herein shall have the meaning given to them in the General Terms and Conditions or elsewhere in the Agreement and the rules of interpretation in the General Terms and Conditions shall apply.  

2. Service level

Supplier shall use its commercially reasonable efforts to make any cloud-based Subscribed Services which Supplier hosts on behalf of Customer available for access by Customer 99.0% of the time, calculated as minutes per month during Scheduled Availability Time (“Service Level”).  The unavailability of a Subscribed Service during Excused Downtime and Scheduled Maintenance is not factored into Service Availability calculations. 

Supplier is not responsible or liable for any Error or other problem with the Subscribed Services, including any failure to meet the Service Level, if any such Error, problem or failure occurred during Scheduled Maintenance or results from, is caused by, or is due to an event that is an Excused Downtime, or any problem with or failure of Customer Systems, including Customer’s internet connection, phone number or power. 

If the Service Availability during a calendar month period is less than the Service Level, Customer shall be entitled to receive a service credit in accordance with the table below (“Service Credit”), provided that Customer has fully paid the Recurring Charges for the applicable Subscribed Service in accordance with the Agreement. Service Credits are calculated as a percentage of and deducted from the Recurring Charges for the relevant Subscribed Service that actually experienced a Downtime payable by Customer in respect of the following period.  If Customer has more than one line of business that uses applicable Subscribed Services, the Service Credits shall be calculated solely with respect to the line of business that experienced the Downtime. Payment of Service Credits will be Customer’s sole and exclusive remedy for failure to meet the Service Level. 

3. Support terms

Supplier will operate a help desk for inquiries during Business Days at the following hours: 

• if Supplier is Intelliflo Limited, 9:00 a.m. to 5:30 p.m. Local Time 
• if Supplier is Intelliflo Australia Pty Ltd, 9:00 a.m. to 5:30 p.m. Local Time 
• if Supplier is Intelliflo (organized in New Hampshire, United States of America as RedBlack Software, LLC, 8:30 a.m. to 5:00 p.m. Local Time  

Customer will report issues with the Subscribed Services to Supplier via the telephone number given to Customer or other reporting methods that may be notified to Customer by Supplier from time to time. When an issue is first reported by Customer, Customer will use commercially reasonable efforts to provide Supplier with symptoms of the issue, details of any tests carried out in attempting to localize the issue, and whether affected Subscribed Services can be taken out of service for testing, if necessary. 

Upon detection of any event affecting a Subscribed Service whether reported by Customer or detected through Supplier’s monitoring, Supplier will: 

• open a case, 
• assign a severity level to the issue in accordance with the following table: 
  • View table
• use commercially reasonable efforts to react to Customer’s reports regarding issues with the applicable Subscribed Service and confirm through an automated response that the case has been logged in connection with the following Target Resolution Times: 
  • View Target Resolution Times
• escalate issues to Supplier’s management, as necessary, and  
• close the case after the Subscribed Service has been restored. 

In some instances, Supplier may need to reproduce Errors in order to resolve them. Customer agrees to cooperate and work closely with Supplier to reproduce Errors, including conducting such diagnostic or troubleshooting activities as are reasonably requested by Supplier.  

For the time and materials expended by Supplier personnel in connection with resolving issues reported by Customer that are later determined to not be Errors, Supplier reserves the right to invoice Customer additional Charges at Supplier’s then-current professional services rates (or other rates mutually agreed upon by the parties).   

4. Definitions

In these Service Level and Support Terms the following expressions have these meanings:  

Downtime means the time periods during which the Subscribed Services are not available to Customer during Scheduled Availability Time, excluding Excused Downtime.  

Emergency Maintenance means the time periods during which Supplier performs maintenance that is not scheduled but must be carried out immediately to enable Supplier to provide the Subscribed Services in accordance with the Agreement, and as a result the Subscribed Services are not available to Customer. 

Excused Delay means any delay in responding to an issue that is resulting from, caused by or due to: (i) any events outside of Supplier’s reasonable control, including time spent waiting for Customer or a third party to respond to requests or provide a workaround, a denial-of-service or other third party attack, unusual web traffic, or a Force Majeure Event; (ii) an act, omission or failure by Customer to comply with its obligations under the Agreement; or (iii) Customer not providing information requested by Supplier that is necessary to resolve the applicable issue.   

Excused Downtime means any Downtime that is resulting from, caused by or due to: (i) any events outside of Supplier’s reasonable control, including a denial-of-service or other third party attack, unusual web traffic, a Force Majeure Event, and any unavailability caused by a third party provider; (ii) an act, omission or failure by Customer to comply with its obligations under the Agreement; (iii) a misuse or abuse of the Subscribed Services by Customer; (iv) Emergency Maintenance; (v) failure of any Customer Systems used in connection with the Subscribed Services; or (vi) Customer not providing information requested by Supplier that is necessary to bring the Subscribed Services back.   

Scheduled Availability Time means 6:00 a.m. to 10:00 p.m. Local Time on Business Days, and 8:00 a.m. to 8:00 p.m. Local Time on Saturdays. 

Scheduled Maintenance means the time periods during which Supplier performs maintenance on the Subscribed Services including implementation of Updates and as a result the Subscribed Services are not available to Customer.  Supplier will notify Customer of such maintenance upon reasonable notice prior to the occurrence of such maintenance.  Scheduled Maintenance shall not include instances of Emergency Maintenance.  

Service Availability means a percentage of time during which the applicable cloud-based Subscribed Services which Supplier hosts on behalf of Customer are actually available for access by Customer during Scheduled Availability Time, calculated as minutes per month, as follows: (Total Scheduled Availability Time – Downtime) / Total Scheduled Availability Time