Service Level Agreement
Version: September 1st, 2024
1. Introduction.
This Exhibit to the Cloud Subscription Agreement describes specific terms in respect of Support Services as will be provided to the Client by Extra Horizon in connection with the Licensed Products in production, the terms of which are incorporated herein by reference, and sets forth the amount of time that Extra Horizon guarantees the Extra Horizon Software to be available to the Client and contains the conditions under which Remedial Maintenance and General Support will be provided by Extra Horizon. Extra Horizon shall at all times during the term of the Agreement provide the Support Services to meet or exceed the service levels as set forth herein. In the event of a conflict between the Agreement and any provision of this Exhibit, the latter shall govern. Capitalized terms not otherwise defined herein, shall have the meaning specified in the Agreement.
The objectives of this SLA are to:
(i) Ensure that the Support Services are of a consistently high quality and meet the requirements of the Client;
(ii) Provide a mechanism whereby the Client can attain meaningful recognition of Extra Horizon’s failure to deliver the level of service for which it has contracted to deliver; and
(iii) Incentivize Extra Horizon to comply with and to expeditiously remedy any failure to comply with the Service Levels.
For the avoidance of doubt, it is specified that the Support Services do not apply to any Deliverable, unless explicitly otherwise agreed in writing between the Parties, in a Work Order or in a separate support and maintenance agreement.
2. Definitions
The following expressions shall have the following meanings in this SLA, unless the context otherwise requires:
“Current Major Version” means the most recent Major Update of the Extra Horizon Software;
“Error” shall mean any verifiable and reproducible failure of the Extra Horizon Software, but shall not include any such failure to the extent that such failure is caused by:
(a) the use or operation of the Extra Horizon Software with any other products, equipment, software or data or in an environment other than that intended or recommended by Extra Horizon, unless otherwise agreed between the Parties in the Work Order;
(b) the use or operation of the Extra Horizon Software not in accordance with the Agreement;
(c) modifications to the Extra Horizon Software not made or requested to be made by Extra Horizon; or
(d) any bug, defect or error in third party product, equipment, software or data that is not introduced by the integration of the Extra Horizon Software, in accordance with the acceptance procedure as set forth in article 3.4 of the Agreement.
Errors may be categorized by Extra Horizon as Incidents or Problems;
“General Support” shall mean any work performed under this SLA that is not defined as Remedial Maintenance under article 4 of this SLA and as such is out of scope of Remedial Maintenance.
“Incidents” shall mean, in general, each report, question, request, complaint or observation about the Extra Horizon Software, within the scope of the Agreement, in particular, each production call raised about perceived incorrect behavior of the Extra Horizon Software or the Extra Horizon Software infrastructure;
“Major Update”, "Minor Update", "Patch Update" refers to the differences in changes on the system updates, specifically regarding dependencies and versioning framework. Extra Horizon follows the definitions set forth in the Semantic Versioning 2.0.0 specification, which can be consulted at Semantic Versioning 2.0.0 ;
“Priority Level” shall mean the level assigned to a reported Error based on the description of the Error as set forth in article 4.2 of this SLA;
“Problem(s)” shall mean the underlying cause of one or more Incidents. The cause is not usually known at the time a call is recorded, and the problem management process is responsible for further investigation and rectification;
“Remedial Maintenance” means the services described in article 4 of this SLA that Extra Horizon will, upon timely payment of the License Fees by the Client, provide to the Client pursuant to this SLA;
“Resolution Time” means the target resolution time associated with a Priority Level as set forth in article 4 of this SLA;
“Response Time” means the target response time associated with a Priority Level as set forth in article 4 of this SLA;
“Scheduled Downtime” shall mean the total time during which the Systems are not available to be accessed and used by the Client or its end-users due to System maintenance agreed under this SLA or as a result of the Client's change requests (provided the Client is given prior written notice that the changes requested will result in unavailability);
“Service Credits” has the meaning set forth in article 8 of this SLA; “Support Desk” has the meaning set forth in article 7.1 of this SLA;
“System Availability” shall mean total time during which the Systems are available for access and use by the Client and end-users and shall be calculated by dividing the uptime of the Systems by the total amount of clock time, minus Scheduled Downtime, in a given measurement period;
“Systems” shall mean the servers and related hosting systems necessary for hosting the Extra Horizon Software;
“Unscheduled Downtime” shall mean the total time during which the Systems are not available to be accessed and used by the Client or its end-users due to any outage that is unplanned or any emergency that requires taking down the Extra Horizon Software; and
“Update” means a modification which corrects faults, adds new features or functionality, or otherwise improves, amends or updates the existing features and functionality of the Extra Horizon Software and any technically feasible changes necessary to enable the Extra Horizon Software to operate in conjunction with new versions or releases of the Systems.
3. System Availability.
3.1. Uptime Commitment.
Any service levels and corresponding uptime commitments to be provided by Extra Horizon shall be dependent on the service levels and corresponding uptime commitments guaranteed by the (third party) hosting service provider. Extra Horizon will provide the Client reasonable notice upon any change in uptime commitment from the (third party) hosting service provider. Extra Horizon guarantees a minimum average System Availability of at least 99.9% of the time as calculated on a monthly basis for all production environments on a Commercial/Production license agreement, excluding any Scheduled Downtime.
The uptime commitment of System Availability shall not apply to the extent that the failure to achieve such commitment is due to (a) circumstances caused by factors outside of Extra Horizon’s reasonable control, including any Force Majeure Event or internet access or related problems beyond the demarcation point of the Client, (b) any actions or inactions of the Client and/or its end-user, other than interacting with Systems per Extra Horizon’s Documentation, explicit instructions or authorization (c) the Client’s equipment, software or other technology and/or third party equipment, software or other technology.
Extra Horizon shall use its best efforts to ensure the System Availability (subject to Scheduled Downtime, as set forth in articles 3.3 and 3.4 of this SLA) and remedy any Unscheduled Downtime in accordance with article 3.5 of this SLA.
3.2. System Availability Measurements.
Extra Horizon shall implement measurement and monitoring tools and procedures necessary to measure, monitor and report on Extra Horizon’s performance of the provision of the Support Services and availability of the Systems against the aforementioned service levels at a level of detail sufficient to verify compliance with this SLA.
3.3. Assistance procedures.
As part of the Support Services, maintenance will be performed when necessary to prevent the possibility of disruptive and/or unplanned loss of System Availability or Support Service. Wherever reasonably possible, a minimum of twenty-four (24) hours’ notice will be given in advance of a Scheduled Downtime or a priority service interruption expected to last over one (1) hour.
Changes will be prioritized by category. Four (4) categories make up the system priority list: Immediate, Critical, Important, and Normal:
(i) “Immediate” means a change must be performed immediately to preserve the environment from extended downtime or critical repercussions associated with the direct application of the change, addition or modification.
(ii) “Critical” means a change must be performed in a very short amount of time to protect the environment from either downtime or monetary impact (either cost or revenue) that affect the Client’s business.
(iii) “Important” means a time-sensitive change is required to correct a current Problem, modify an already scheduled feature to act as specified, or add a feature that was planned but not included in a regularly scheduled change.
(iv) “Normal” means a regularly scheduled change, addition or modification to either of five (5) areas: network, operating systems, databases, applications or hardware/firmware.
3.4. Scheduled Downtime.
Extra Horizon reserves the right to have the following Scheduled Downtime periods, which may be changed from time to time with the prior written consent of the Client (such consent not to be unreasonably withheld or delayed):
Bi-weekly
Maintenance
Maximum 30 minutes
All maintenance work is done on an “as needed” basis, so the Scheduled Downtime periods in this SLA may or may not be used during each scheduled time-period but will in no event accumulate from one period to the next.
The figures quoted are the maximum Scheduled Downtimes permitted in any one period, however, with respect to bi-weekly maintenance, it is estimated that such Scheduled Downtime shall usually not exceed thirty (30) minutes at a time without prior agreement of the Client. Downtime shall be ordinarily scheduled between 10:00 P.M. and 6:00 A.M. . (CET or, as the case may be CEST, as applicable on any given time in Brussels, Belgium) on Saturday evenings. In the event Extra Horizon indicates that Scheduled Downtime is required, the Parties shall in good faith determine the most suitable time for such Scheduled Downtime.
3.5. Unscheduled Downtime.
In the event of any known and verified Unscheduled Downtime, Extra Horizon will notify the Client in writing within one (1) Business Hour of verification thereof, and will periodically update the Client until the Unscheduled Downtime is resolved. Extra Horizon will immediately notify the Client when the Extra Horizon Software is restored.
Unscheduled Downtime is not recorded and no Service Credits will be issued if the server is rebooted per the Client’s request, during scheduled or emergency system maintenance.
4. Remedial Maintenance.
4.1. Bug fixing.
Subject to the timely payment of the License Fees, Extra Horizon will provide Remedial Maintenance described in this article 4 to the Client. Remedial Maintenance may be requested by the Client by contacting the Support Desk in accordance with article 7 below.
4.2. Priority levels.
Priority Levels are used for classifying the Client’s Error. The Extra Horizon engineer of the Support Desk handling the enquiry will work with the Client to establish what severity should be assigned but in case of disagreement, Extra Horizon’s opinion shall take precedence. The following Priority Levels apply to the Remedial Maintenance:
Level 1
Urgent
· Total System unavailable (other than Scheduled Downtime)
· Major Extra Horizon Software business function unavailable causing critical impact to business operations
· Critical performance degradation to all users
· Significant parts of Extra Horizon Software unavailable
Level 2
High
· Some Extra Horizon Software functions unavailable causing significant impact to some business operations
· Significant performance degradation to all users
Level 3
Medium
· Non-critical part of Extra Horizon Software unavailable
· Some Extra Horizon Software functions unavailable causing insignificant impact to business operations
· Work-around is available
Level 4
Low
· Non-critical problem
· Work-around is available
· Insignificant performance degradation
· Minor inconvenience
· Minor problem
· Problem of presentation or documentation error
4.3. Response Times and Resolution Times.
Provided the Client provides Extra Horizon with the required access and assistance in a timely fashion in accordance with its obligations set out herein, Extra Horizon shall use its reasonable efforts to investigate and rectify an Error reported to it by the Client hereunder in accordance with the applicable Response Times and Resolution Times set forth below, provided that (i) such Response Times and Resolution Times shall apply only for as long as the Client is using the Extra Horizon Software in accordance with the Agreement, (ii) Extra Horizon shall have no obligation to rectify an Error not caused by the Extra Horizon Software, (iii) the Error can be reproduced, and (iv) any support activity which is not related to a defined Error (e.g. without being limitative a (non-bug) suggestion or enquiry) shall also be deemed not to have a Priority Level assigned to it.
As regards Response Times and Resolution Times, this SLA distinguishes between Incidents and Problems:
(i) Incidents*:
1 – Urgent
1h (Business Hours)
3h (Business Hours)
2 – High
3h (Business Hours)
7h (Business Hours)
3 – Medium
1d (Business Day)
2d (Business Days)
4 – Low
5d (Business Days)
5d (Business Days)
If the Client requests Extra Horizon to carry out Remedial Maintenance outside Business Hours for an Error that obviously does not qualify as Priority Level 1, shall be charged at the daily rates set forth in Clause 10.
(ii) Problems*:
1 – Urgent
6d (Business Days)
· Product patch or hotfix is provided; or
· Satisfactory workaround is provided; and
· Fix incorporated into future release (but not necessarily within the target resolution time); and
· Fix or workaround incorporated into the knowledge base (but not necessarily within the target resolution time).
2 – High
12d (Business Days)
· Product patch is provided; or
· Satisfactory workaround is provided; and
· Fix incorporated into future release (but not necessarily within the target resolution time); and
· Fix or workaround incorporated into the knowledge base (but not necessarily within the target resolution time).
3 – Medium
24d (Business Days)
· Answer to question is provided; or
· Satisfactory workaround is provided; and
· Fix incorporated into future release (but not necessarily within the target resolution time); and
· Fix or workaround incorporated into the knowledge base (but not necessarily within the target resolution time).
4 – Low
Depending on technical planning
· Answer to question is provided; or
· Satisfactory workaround is provided; and
· Fix incorporated into future release (but not necessarily within the target resolution time); and
· Fix or workaround incorporated into the knowledge base (but not necessarily within the target resolution time).
(*) Actual Response Times and Resolution Times are dependent on the level of access and assistance provided by the Client and shall be calculated from the moment Extra Horizon is provided with the necessary diagnostic information until such time that Extra Horizon delivers a work-around or permanent fix to the Client, as applicable.
If Extra Horizon fails to meet the Response Times and Resolution Times specified in this article 4.3, the following procedure shall be implemented:
(i) Extra Horizon shall communicate a dedicated action plan to the Client in order to prevent the recurrence of the Incident or the Problem;
(ii) Extra Horizon shall report on a regular basis i.e. every one (1), three (3) or five (5) Business Days, on System Availability commitment and the occurrence of Incidents or Problems and the time needed to resolve such issues (KPI report);
4.4. Client obligations.
During the Term, the Client shall
(i) make all reasonable efforts to determine whether the Error originates in the Extra Horizon Software or is due wholly or partly to the use of the Extra Horizon Software in a manner for which it was not designed;
(ii) provide Extra Horizon with all relevant information when reporting an Error, including, without limitation, the name of the person reporting the Error, the date of the Error and a description of the Error or and such other diagnostic information as may be agreed between the Parties;
(iii) provide all reasonable assistance to Extra Horizon necessary to reproduce and demonstrate any Error;
(iv) supply Extra Horizon with all documentation, test cases, sample data and anything else reasonably required by Extra Horizon to investigate and rectify the reported Error;
(v) notify Extra Horizon as soon as possible after the occurrence of any Error that requires remedial maintenance;
(vi) timely pay all Monthly Payments due to Extra Horizon hereunder as per the terms of the Agreement, and
(vii) use its best efforts to implement each Update or solution provided by Extra Horizon.
4.5. Remedial Maintenance costs.
The costs for Remedial Maintenance are included in the License Fees, except as specified otherwise.
5. Updates to the platform
5.1 Semantic versioning
Extra Horizon platform is versioned according tot the rules of semantic versioning. In general this means our software is versioned according the following set of rules:
MAJOR version when you make incompatible changes
MINOR version when you add functionality in a backward compatible manner
PATCH version when you make backward compatible bug fixes or upgrades.
Extra Horizon has implemented systematic checks within it's release process in order to comply with the rules of semantic versioning. This way the customer is in control of the changes happening to their end-solution and no new functionality will become available without prior action of the customer.
In order to comply with the terms and conditions set out in this SLA but also the DPA and CSA, Extra Horizon is limited to deploy patch and Minor updates to your cluster without prior notice to the Client.
Extra Horizon will notify the Client once an update the their cluster is completed and will provide a changelog with an overview of past updates.
5.2 Patch Updates
Patch Updates will be provided to Client by Extra Horizon at no additional cost over and above the applicable fees. Patch Updates are licensed to Client under the same terms and conditions as the Extra Horizon Software to Client in accordance with the Agreement.
5.3. Minor Updates
Minor Updates will be provided to Client by Extra Horizon at no additional cost over and above the applicable fees. Minor Updates are licensed to Client under the same terms and conditions as the Extra Horizon Software to Client in accordance with the Agreement.
5.4. Major Updates
Upon release of a Major Update, Extra Horizon will notify the Client of its availability. Major Updates will be provided to the Client by Extra Horizon at no additional cost over and not above the applicable fees.
Extra Horizon will provide support for each generally available Major release of the Extra Horizon services. Support will begin on the release date of the major release and ends 12 months after notification of end of support by Extra Horizon.
At the request of the Client, Extra Horizon may provide Support Services in respect of older versions of the Extra Horizon Software, which shall be charged at the daily rates set forth in Clause 10.
Major Updates will be scheduled for deployment in mutual agreement with the client.
6. General Support
Any service that is performed under this SLA by Extra Horizon but which is not included in the Remedial Maintenance mentioned in article 4 of this SLA shall be considered as ‘out of scope services’ (i.e. not included as Remedial Maintenance in the License Fees) and shall be charged at the daily rates set forth in Clause 10.
General Support includes (non-exhaustive list):
(i) advice on how to use, configure or administer the Extra Horizon Software;
(ii) advice on how to rectify problems in areas other than the Extra Horizon Software which have led to the Extra Horizon Software being unable to be used;
(iii) changed specifications, request for change, and impact analysis;
(iv) time spent and expenses incurred by Extra Horizon in respect of on-site Client support, if required for Extra Horizon to be able to obtain the necessary diagnostic information in respect of a reported Error;
(v) the provision, upon Client’s request, of documentation relating to the work performed by Extra Horizon in respect of General Support;
(vi) advice on how to rectify Errors that are attributable to (i) accidents, misuse, negligence or failure of the Client to follow instructions for proper use of the Extra Horizon Software, (ii) improper configuration of the Extra Horizon Software other than a configuration performed in accordance with Extra Horizon’s specifications;
(vii) Remedial Maintenance services outside Business Hours, except for Errors that that qualify as Priority Level 1 and Scheduled Downtimes according to article 3.4; and
(viii) technical assistance and advice in the diagnosis of hardware-related problems, any hardware expansions to install options or new releases.
Prior to the provision of such out-of-scope services, Extra Horizon will notify Client about the out-of-scope character of these services and the fee estimate of the total rates applicable for such services.
7. Procedure for requesting Support Services.
7.1. Support Desk.
In case of an Error, the Client may contact Extra Horizon’s support desk, which will provide solutions to any such Errors to the extent reasonably possible (the “Support Desk”). Communications will be conducted in Dutch or in English, as requested by the Client. The Support Desk will be available during Business Hours only. Messages left between outside of Business Hours will be processed as from the next Business Day. The Support Desk contact details are as follows (and may from time to time be update by Extra Horizon: support@extrahorizon.com.
Extra Horizon shall notify the Client of any changes to those contact details.
7.2. Authorized Representative.
The Client shall appoint one or more representatives that are authorized to contact the Support Desk to request Remedial Maintenance and/or General Support. The Client may replace its authorized representative from time to time by prior written notice to Extra Horizon (including by e-mail to the designated email address). Whenever the Client requires Extra Horizon to perform either Remedial Maintenance or General Support pursuant to the provisions of this SLAB, the Client shall submit a request by means of its authorized representative.
8. Service Credits.
Based on monthly availability reports, Extra Horizon shall offer the Client service credits in the form of a discount calculated based on the license fees applicable to the month in which the system availability targets are not achieved (“Service Credits”):
99.9% > x >= 99.0%
10% of the license fees applicable to the month in which the system availability targets are not achieved.
99.0% > x >= 95.0%
25% of the license fees applicable to the month in which the system availability targets are not achieved.
95.0% > x
100% of the license fees applicable to the month in which the system availability targets are not achieved.
To receive the Service Credits, the Client must be in good financial standing with Extra Horizon and request the credit within sixty (60) calendar days following the end of the relevant month in which the system availability targets are not achieved.
Service Credits will be credited against the next future invoice after request thereof. In the event no future invoice is expected within a twelve (12) month period, the Service Credits will be credited through a credit note issued by Extra Horizon ultimately within sixty (60) calendar days following the aforementioned request (payable within thirty (30) calendar days following the date of the credit note).
Should the Client disagree or otherwise challenge a measurement of uptime, the support provided by the Support Desk, or the Service Credits offered by Extra Horizon, it must inform Extra Horizon thereof in writing within sixty (60) calendar days following the relevant incident and address the specific incident in dispute. In the event no amicable agreement can be reached between the Parties within a period of sixty (60) calendar days following the aforementioned written notice, the dispute shall be settled in accordance with article 12.9 of the Terms and Conditions.
9. Effect of termination.
Upon expiration or termination of the Agreement for whatever reason, Extra Horizon shall be entitled to promptly cease to provide all Remedial Maintenance and General Support to the Client.
10. Default support rates
Unless otherwise agreed upon with the customer, the following support rates will apply:
For any work requested by the customer if no other pricing agreement was made.
For the work executed in relation to the clauses in this Service Level agreement (SLA).
Regulatory Support
1 200 EUR /day
Solution Architect
1200 EUR /day
Software Engineers
1080 EUR /day
Test Engineers
900 EUR /day
Other
900 EUR /day
For work performed outside Business Hours, the following rates apply:
(i) Work outside Business Hours on Sundays and Belgian public holidays, or after 22:00 and before 6:00: 200% of the rates mentioned above;
(ii) Work outside Business Hours at other times than stated under paragraph (i) immediately above: 150% of the rates mentioned above.
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