Support Services Agreement

CTRL HUB – SUPPORT SERVICES AGREEMENT 

1. INTERPRETATION 

The following definitions and rules of interpretation apply in this Support Services  Agreement. 

1.1 Definitions: 

Commercially Reasonable Efforts: the same degree of priority and diligence with  which Ctrl Hub meets the support needs of its other similar customers. 

Contact List: a current list of Ctrl Hub contacts and telephone numbers to enable the  Customer to escalate its Support Requests, including: 

(a) the first person to contact; and 

(b) the persons in successively more qualified or experienced positions to  provide the support sought.  

Customer Cause: any of the following causes: 

(a) any improper use, misuse or unauthorised alteration of the Software by the  Customer;  

(b) any use of the Software by the Customer in a manner inconsistent with the  then-current Documents; 

(c) the use by the Customer of any hardware or software not provided by the  Supplier or approved by the Supplier for use by the Customer in connection  with the Software; or 

(d) the use of a non-current version or release of the Software. 

Fault: any failure of the Software to operate in all material respects in accordance  with the Documents, including any failure or error referred to in the Service Level  Table. 

Help Desk Support: any support provided by help desk technicians sufficiently  qualified and experienced to identify and resolve most support issues relating to the  Software.  

Higher-level Support: any higher-level support provided by an individual on the  Contact List. 

Main Agreement: the software as a service subscription agreement to which this  schedule relates. 

Out-of-scope Services: either of the following services: 

(a) any services provided by Ctrl Hub in connection with any apparent problem  regarding the Software reasonably determined by Ctrl Hub not to have been  caused by a Fault, but rather by a Customer Cause or a cause outside Ctrl  Hub’s control (including any investigational work resulting in such a  determination); or 

(b) any Higher-level Support provided in the circumstances specified in  paragraph 2.3. 

Service Credits: the service credits specified in the table set out in paragraph 6.1. 

Service Levels: the service level responses and response times referred to in the  Service Level Table. 

Service Level Table: the table set out in paragraph 5.1. 

Solution: either of the following outcomes: 

(a) correction of a Fault; or  

(b) a workaround in relation to a Fault (including a reversal of any changes to  the Software if deemed appropriate by Ctrl Hub) that is reasonably  acceptable to the Customer. 

Subscription Fees: the fees set out in the Main Agreement. 

Support Hours: Seven days a week, 24 hours a day including Bank Holidays except  Christmas Day. 

Support Period: the Term and, if requested by the Customer, any period during  which the Customer transfers the Services to an alternate service provider. 

Support Request: request made by the Customer in accordance with this schedule  for support in relation to the Software, including correction of a Fault. 

Support Services: maintenance of the then-current version or release of the  Software, including Help Desk Support and Higher-level Support, but excluding any  Out-of-scope Services. 

1.2 All initial capitalised terms in this schedule shall have the meaning given to them in  the Main Agreement. 

2. SUPPORT SERVICES 

2.1 During the Support Period Ctrl Hub shall perform the Support Services during the  Support Hours in accordance with the Service Levels. 

2.2 As part of the Support Services, the Supplier shall: 

(a) provide Help Desk Support by means of the telephone number and e-mail  address set out in the Contacts List;  

(b) commit appropriate resources to the provision of Higher-Level Support; 

(c) where Help Desk Support is not provided within the relevant Service Level  response time and the Customer escalates its Support Request to an  individual of appropriate qualification or experience on the Contact List,  provide Higher-Level Support;

(d) use Commercially Reasonable Efforts to correct all Faults notified under  paragraph 4.3(a); and 

(e) provide technical support for the Software in accordance with the Service  Levels.  

2.3 Any Higher-level Support requested by the Customer and provided by an individual  whose qualification or experience is greater than that reasonably necessary to  resolve the relevant Support Request shall be deemed an Out-of-scope Service,  provided that an appropriately qualified or experienced individual was available at the  time when the Higher-level Support was sought. 

2.4 Ctrl Hub may reasonably determine that any services are Out-of-scope Services. If  the Supplier makes any such determination, it shall promptly notify the Customer of  that determination. 

2.5 The Customer acknowledges that Ctrl Hub is not obliged to provide Out-of-scope  Services. 

3. FEES 

3.1 The provision of Support Services on a remote, off-site basis (such as over the  telephone or by e-mail) within the Support Period shall be included in the Subscription Fees. 

3.2 The provision of Support Services outside the Support Period or at the Customer Site  or the provision of Out-of-scope Services shall be charged for at the applicable time  and materials rates set out in the Main Agreement. 

4. SUBMITTING SUPPORT REQUESTS AND ACCESS 

4.1 The Customer may request Support Services by way of a Support Request. 

4.2 Each Support Request shall include a description of the problem and the start time of  the incident. 

4.3 The Customer shall provide the Supplier with: 

(a) prompt notice of any Faults; and 

(b) such output and other data, documents, information, assistance and  (subject to compliance with all Customer's security and encryption  requirements notified to the Supplier in writing) remote access to the  Customer System, as are reasonably necessary to assist the Supplier to reproduce operating conditions similar to those present when the Customer  detected the relevant Fault and to respond to the relevant Support Request. 

4.4 All Support Services shall be provided from the Supplier's office. 

4.5 The Customer acknowledges that, to properly assess and resolve Support Requests,  it may be necessary to permit the Supplier direct access at the Customer Site to the  Customer System and the Customer's files, equipment and personnel.  

4.6 The Customer shall provide such access promptly, provided that the Supplier  complies with all the Customer's security requirements and other policies and  procedures relating to contractors entering and working on the Customer Site notified  to the Supplier. 

5. SERVICE LEVELS 

5.1 The Supplier shall: 

(a) prioritise all Support Requests based on its reasonable assessment of the  severity level of the problem reported; and 

(b) respond to all Support Requests in accordance with the responses and  response times specified in the table set out below:

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Severity level  of Fault: 1 

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Definition:

Business Critical Failures:
‍An  error in, or failure of, the Software  that: 

a) materially impacts the operations of the Customer's  business or marketability of its  service or product; 

b) prevents necessary work  from being done; or  

c) disables major functions of  the Software from being performed.

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Service Level response and  response time:

Level 1 Response: 

Acknowledgment of receipt of a  Support Request within 30 minutes. 

Level 2 Response: 

The Supplier shall: 

a) restore the Software to a  state that allows the Customer to  continue to use all functions of the  Software in all material respects  within 4 hours after the Level 1  Response time has elapsed; and 

b) exercise Commercially  Reasonable Efforts until full restoration of function is provided.

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‍Level 3 Response: 

The Supplier shall work on the  problem continuously and   implement a Solution within 8 hours of receipt of the Support  Request. 

If the Supplier delivers a Solution  by way of a workaround  reasonably acceptable to the  Customer, the severity level  assessment shall reduce to a  severity level 2 or lower.

Severity level  of Fault: 2 

Definition:

System Defect with  Workaround:  

a) a critical error in the  Software for which a work- around  exists; or  

b) a non-critical error in the  Software that affects the  

operations of the Customer's  business or marketability of its  service or product.

Level 1 Response: 

Acknowledgment of receipt of a  Support Request within 2 hours. 

Level 2 Response: 

The Supplier shall, within 8 hours after the Level 1 Response time  has elapsed, provide: 

a) an emergency software fix or  workaround, or; and 

b) temporary release or update  release, which allows the Customer to  continue to use all functions of the  Software in all material respects. 

Level 3 Response: 

The Supplier shall provide a  permanent Fault correction as  soon as practicable and no later  than 2 Business Days after the  Supplier’s receipt of the Support  Request.

Severity level  of Fault: 3 

Definition:

Minor Error: 

An isolated or minor error in the  Software that: 

a) does not significantly  affect Software functionality; 

b) may disable only certain  non-essential functions; or 

c) does not materially impact  the Customer's business performance.

Level 1 Response:

Acknowledgment of receipt of the  Support Request within 8 hours. 

Level 2 Response: 

The Supplier shall provide a  permanent Fault correction within  5 Business Days after the Level 1  Response time has elapsed.

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5.2 The parties may, on a case-by-case basis, agree in writing to a reasonable extension  of the Service Level response times. 

5.3 The Supplier shall give the Customer regular updates of the nature and status of its  efforts to correct any Fault. 

6. SERVICE CREDITS 

6.1 If the Supplier fails to provide a Solution within the relevant Service Level response  time, the Customer shall become entitled to the Service Credit specified in the table  set out below corresponding to the relevant severity level of Fault on submitting a  written claim for such Service Credit, provided that the relevant Fault or other problem  relating to the Software: 

(a) did not result from a Customer Cause or a cause outside the Supplier's  control; and 

(b) was promptly notified to the Supplier under paragraph 4.3(a).

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Severity Level  of Fault: 1 

Service Credit: An amount equal to 5% of the monthly Subscription Fee payable (or  attributable) to the Customer in the relevant month for each additional  day or part of a day (not to exceed ten days) that the Supplier fails to  provide a Solution.

Severity Level  of Fault: 2 

Service Credit: An amount equal to 3% of the monthly Subscription Fee payable (or  attributable) to the Customer in the relevant month for each additional  day or part of a day (not to exceed ten days) that the Supplier fails to  provide a Solution.

Severity Level  of Fault: 3 

Service Credit: An amount equal to 1% of the monthly Subscription Fee payable (or attributable) to the Customer in the relevant month for each additional  day or part of a day (not to exceed ten days) that the Supplier fails to  provide a Solution.

6.2 The parties acknowledge that each Service Credit is a genuine pre-estimate of the  loss likely to be suffered by the Customer and not a penalty. 

6.3 The provision of a Service Credit shall be an exclusive remedy for a particular Service  Level failure. 

6.4 Service Credits shall be shown as a deduction from the amount due from the  Customer to the Supplier in the next invoice then due to be issued under the Main  Agreement. The Supplier shall not in any circumstances be obliged to pay any money  or make any refund to the Customer. 

7. OTHER REMEDIES 

If a Solution is not provided within the relevant Service Level response time, the  Customer may escalate the Support Request to the parties' respective relationship  managers and then to their respective senior management.  

8. COMMUNICATIONS 

In addition to the mechanisms for giving notice specified in clause 24 of the Main  Agreement, the parties may communicate in respect of any matter referred to in this  Support Services Agreement by e-mail (unless specified otherwise).