This Support Level Agreement (“SLA”) is subject to the Subscription Services Agreement (together with the Order Form signed by Procurify and the Customer, the “Agreement”). All capitalized terms used here that are not defined have the meaning given to them in the Agreement.
1. Definitions
“Customer Systems” means the Customer’s information technology infrastructure and operating environment, including computers, software, databases, systems and networks.
“Error” means any failure of the Platform to operate in all material respects in accordance with the Agreement.
“Excluded Interruption” means: (1) any negligent or improper use of the Platform by the Customer or its Users or any use of the Platform in a manner inconsistent with the then-current documentation or the Agreement; (2) any unauthorized maintenance, update, improvement, or modification to the Platform by the Customer or its Users; (3) the Customer’s untimely response or non-response to incidents that require the Customer’s participation (including participation in the source identification or resolution of incidents), as determined by Procurify; (4) failures, degradations, or fluctuations in the Customer Systems, including electrical, connectivity, network, or telecommunications equipment failures, degradations, or fluctuations; (5) failures resulting from the Customer’s or a third party’s services, tools, utilities, equipment, software, or other technology not controlled or provided by Procurify; (6) the limitation or suspension of the Platform due to circumstances reasonably believed by Procurify to be a significant threat to the normal operation of the Platform and its infrastructure, the facility from which the Platform is provided, or the integrity of Customer Data (e.g., a hacker or a virus attack); (7) interruptions resulting from Procurify taking or not taking any action at the request of the Customer; (8) interruptions caused by internet access or related problems beyond the demarcation point of Procurify; (9) emergency, regularly scheduled, or announced maintenance on the Platform by Procurify or its authorized service providers; and (10) denial of service attacks, natural disasters, changes resulting from government, political, or other regulatory actions or court orders, strikes or labour disputes, acts of civil disobedience, acts of war, and other events beyond Procurify’s reasonable control.
“Out-of-scope Services” means any services requested by the Customer and performed by Procurify regarding an Error that resulted from an Excluded Interruption.
“Service Level Table” means the Service Levels table and Error descriptions below in Section 2(a).
“Severity Level 1 Error”, “Severity Level 2 Error”, and “Severity Level 3 Error” has the meaning stated in the Service Level Table.
“Service Levels” means the defined Error severity levels and corresponding required service level responses, response times, resolution, and resolution times referred to in the Service Level Table.
“Support Request” means a request for support regarding an Error that details the Error and classifies it according to the severity level numbers and definitions of the Service Level Table.
“Support Services” means Procurify’s support of the then-current version and release of the Platform but excludes any Out-of-scope Services.
2. Support Services
- Service Levels. Subject to the terms of this Section, we agree to respond to and resolve all Support Requests within the times stated below based on your reasonable designation of the severity of the associated Error, subject to any written agreement to revise such designation after our investigation of the reported Error and consultation with you. An Error will be considered resolved when you, acting reasonably, confirm the Error detailed in a Support Request has been resolved and you have accepted the resolution in writing. Response and resolution times will be measured from the time we receive a Support Request until the respective times we have (i) responded to that Support Request, in the case of response time and (ii) resolved that Support Request, in the case of resolution time.
Severity Level of Error Definition Required Response and Response Time Required Resolution Time 1 Business critical failures: An Error that (a) materially affects the operations of the Customer’s business or marketability of its services or products, or (b) disables or materially impairs any major function of the Platform. Procurify will acknowledge receipt of a Support Request within 30 minutes and thereafter work on the problem continuously and exercise best efforts to resolve the Error until full restoration of function is achieved. Procurify will make every effort to resolve the Support Request within 4 hours after receipt of the Support Request. If Procurify resolves the Support Request by way of a work-around accepted in writing by the Customer, the severity level assessment will be reduced to a Severity Level Error 2. 2 System defect failures: An Error that is (a) a Severity Level 1 Error for which the Customer has received, within the resolution time for Severity Level 1 Errors, a work-around that the Customer has accepted in writing, or (b) not a Severity Level 1 Error but affects the Customer’s operations. Procurify will acknowledge receipt of a Support Request or, where applicable, the Customer’s written acceptance of a Severity Level 1 Error work-around, within 2 hours and thereafter shall within 5 business days provide: (a) an emergency fix or work-around acceptable to the Customer, or (b) a temporary Platform release or update release, in each case that allows the Customer to continue to use all functions of the Platform in all material respects. Procurify will resolve the Support Request as soon as practicable or until, where applicable, the Customer’s written acceptance of a Severity Level 2 Error work-around. 3 Minor events: An isolated or minor Error in the Platform that meets each of the following requirements: (a) does not significantly affect the Platform’s functionality; (b) impairs or disables only non-essential Platform functions; (c) does not materially affect the Customer’s use of the Platform; and (d) has a minimal effect on the operations of the Customer’s business. Procurify will acknowledge receipt of the Support Request within 2 business days. Procurify will resolve the Support Request as soon as practicable. - Support. We will perform all Support Services on a 24 hour basis, five days a week (Monday to Friday) Pacific time, excluding public holidays; provided, however, that Support Services for Severity Level 1 Errors will be provided outside of our normal business hours as necessary. All Support Services are provided throughout the term of the Agreement in accordance with the terms and conditions of this SLA. Additionally, we will provide you with online access to technical support bulletins and other support information and forums, to the extent that we make such resources available to our other customers.
- Support Requests. You may request Support Services by way of a Support Request and you agree to notify us of each Support Request by the contact methods we designate for such requests. When making a Support Request, you also agree to assist us to reproduce operating conditions similar to those present when you detected the relevant Error by, to the extent necessary, providing access to the Customer Systems and your files, equipment, and personnel, and any output and other data, documents, and information, all of which is deemed to be your Confidential Information, and such other reasonable cooperation and assistance as we may request.
- Updates. We agree to give you regular reports and updates of (i) the nature and status of its efforts to correct any Error, including a description of the Error and the estimated time of our response and resolution, and (ii) our Service Level performance, including Service Level response and resolution times.
- Remote Services. We may provide Support Services to you remotely over the internet through remote access or troubleshooting software that we install on the Customer Systems to assist in analyzing and resolving Errors. You agree to give us access to the Customer Systems to install and use such remote access software necessary for the Support Services, provided that such software meets your reasonable information security requirements and applicable Customer policies. When using such software and the diagnostic, technical, usage, and related information, including information about the Customer Systems and use of the Platform, we and our its representatives may collect, maintain, process and use: (i) only such information as we reasonably believe is necessary to assist in analyzing and resolving a Support Request; and (ii) use such information solely to provide the Support Services in accordance with the terms and conditions of this SLA. We agree to treat any information we collect, maintain, process, or use in under this subsection as your Confidential Information.
