Service Level Agreement (SLA)

Introduction

Beginning July 1, 2017 these Service Level Agreement (SLA) cover such Online Services which are owned by baseVISION AG and distributed over the Syntaro platform as are indicated to qualify for such Service Level Agreement.

This Service Level Agreement for baseVISION Online Services (this “SLA”) forms part of the Terms of Services for Online Services (the “Agreement”). Capitalized terms used but not defined in this SLA will have the meaning assigned to them in the Agreement. This SLA applies to the baseVISION Online Services listed herein, but does not apply to separately branded services made available with or connected to the Online Services or to any on-premises software that is part of any Online Service.

If baseVISION does not achieve and maintain the Service Levels for each Online Service as described in this SLA, then Customer may be eligible for a credit towards a portion of your monthly service fees. baseVISION will not modify the terms of the SLA during the initial term of Customer’s subscription; however, if any Online Service subscription is renewed (automatically or by Customer) , the version of this SLA that is current at the time of renewal will apply throughout the renewal term. baseVISION will provide at least 90 days’ notice for adverse material changes to this SLA.

Definitions

“Applicable Monthly Period” means, for a calendar month in which a Service Credit is owed, the number of days that Customer is a subscriber for an Online Service.

“Applicable Monthly Service Fees” means the total fees actually paid by Customer for an Online Service that are applied to the month in which a Service Credit is owed.

“Downtime” is defined for each Service in the Services Specific Terms below.

“Error Code” means an indication that an operation has failed, such as an HTTP status code in the 5xx range.

“Incident” means (i) any single event, or (ii) any set of events, that result in Downtime.

“Service Credit” is the percentage of the Applicable Monthly Service Fees credited to Customer following baseVISION’s claim approval.

“Service Level” means the performance metric(s) set forth in this SLA that baseVISION agrees to meet in the delivery of the Online Services.

“Service Resource” means an individual resource available for use within an Online Service.

“Support Window” refers to the period of time during which an Online Service feature or compatibility with a separate product or service is supported.

Terms

Claims

In order for baseVISION to consider a claim, Customer must submit the claim to customer support at baseVISION including all information necessary for baseVISION to validate the claim, including but not limited to: (i) a detailed description of the Incident; (ii) information regarding the time and duration of the Downtime; (iii) the number and location(s) of affected users (if applicable); and (iv) descriptions of Customer’s attempts to resolve the Incident at the time of occurrence.

baseVISION must receive the claim within one week of the end of the billing month in which the Incident that is the subject of the claim occurred.

baseVISION will evaluate all information reasonably available to it and make a good faith determination of whether a Service Credit is owed. baseVISION will use commercially reasonable efforts to process claims during the subsequent month and within forty-five (45) days of receipt. Customer must be in compliance with the Agreement in order to be eligible for a Service Credit. If baseVISION determines that a Service Credit is owed to Customer,

baseVISION will apply the Service Credit to Customer’s Applicable Monthly Service Fees.
If Customer purchased more than one Online Service (not as a suite), then Customer may submit claims pursuant to the process described above as if each Online Service was covered by an individual SLA. For example, if Customer purchased both WimAsAService and Syntaro Application Management (not as part of a suite), and during the term of the subscription an Incident caused Downtime for both Services, then Customer could be eligible for two separate Service Credits (one for each Service), by submitting two claims under this SLA. In the event that more than one Service Level for a particular Service is not met because of the same Incident, Customer must choose only one Service Level under which to make a claim based on the Incident. Unless as otherwise provided in a specific SLA, only one Service Credit is permitted per Service for an Applicable Monthly Period.

Service Credits

Service Credits are Customer’s sole and exclusive remedy for any performance or availability issues for any Service under the TOS and this SLA. Customer may not unilaterally offset its Applicable Monthly Service Fees for any performance or availability issues.

Service Credits apply only to fees paid for the particular Online Service for which a Service Level has not been met. The Service Credits awarded in any billing month for a particular Service will not, under any circumstance, exceed Customer’s monthly service fees for that Online Service or Service Resource, as applicable, in the billing month.

If Customer purchased Online Services as part of a suite or other single offer, the Applicable Monthly Service Fees and Service Credit for each Service will be pro-rated.

Limitations

This SLA and any applicable Service Levels do not apply to any performance or availability issues:

  • Due to factors outside baseVISION’s reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centers, including at Customer site or between Customer site and baseVISION data center);
  • That result from the use of services, hardware, or software not provided by baseVISION, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services;
  • Caused by Customer’s use of an Online Service after baseVISION advised Customer to modify its use of the Online Service, if Customer did not modify its use as advised;
  • During or with respect to preview, pre-release, beta or trial versions of an Online Service, feature or software (as determined by baseVISION) or to purchases made using baseVISION subscription credits;
  • That result from Customer’s unauthorized action or lack of action when required, or from Customer’s employees, agents, contractors, or vendors, or anyone gaining access to baseVISION’s network by means of Customer’s passwords or equipment, or otherwise resulting from Customer’s failure to follow appropriate security practices;
  • That result from Customer’s failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or Customer’s use of the Online Service in a manner inconsistent with the features and functionality of the Online Service (for example, attempts to perform operations that are not supported) or inconsistent with baseVISION’s published guidance;
  • That result from faulty input, instructions, or arguments (for example, requests to access files that do not exist);
  • That result from Customer’s attempts to perform operations that exceed prescribed quotas or that resulted from baseVISION’s throttling of suspected abusive behavior;
  • Due to Customer’s use of Online Service features that are outside of associated Support Windows; or
  • For licenses reserved, but not paid for, at the time of the Incident.

SLA details

Downtime

The downtime will be calculated based on Error Codes retuned to HTTP Connection Tests.

Monthly Uptime Percentage

The Monthly Uptime Percentage is calculated using the following formula:

Monthly Uptime % = (Maximum Available Minutes-Downtime) / (Maximum Available Minutes) x 100

Service Credit

MONTHLY UPTIME PERCENTAGE SERVICE CREDIT
< 99.5% 10%
< 99% 25%