Xenatus Global Ltd. - Service Level Agreement

PROFESSIONAL SERVICES

1. Agreement Overview

 

This Service Level Agreement (hereinafter the “Agreement” or “SLA”) is made and entered into on the day hereinabove written by and between:

Client (hereinafter referred to as “Client” which expression shall, unless it be repugnant to the context or meaning thereof, mean and include its successors and assigns) of the First Part;

And

Xenatus Global Ltd., having its registered office at 1 Vothylaka Street, No. 2, 4004 Limassol, Cyprus, with company registration number HE 287963 (hereinafter referred to as the “Contractor” which expression shall, unless it be repugnant to the context or meaning thereof, mean and include its successors and permitted assigns) of the Second Part.

 

Client and the Contractor may hereinafter individually be referred to as “Party” and collectively as “Parties”.

This Agreement represents a Service Level Agreement (“SLA” or “Agreement”) between the Parties for the provisioning of ERP and/or Cloud IT services required to support and sustain Dynamics ERP and/or Cloud solutions. This Agreement remains valid until superseded by a revised agreement mutually endorsed by the Parties.

This Agreement outlines the parameters of all ERP and/or Cloud IT services covered as they are mutually understood by the Parties. This Agreement does not supersede current processes and procedures unless explicitly stated herein.

 

NOW, THEREFORE, in consideration of the covenants and conditions hereinafter set forth, it is agreed by and between the parties as follows:

 

 

2. Goals & Objectives

The purpose of this Agreement is to ensure that the proper elements and commitments are in place to provide consistent ERP and/or Cloud IT service support and delivery to the Client(s) by the Contractor(s).

The goal of this Agreement is to obtain mutual agreement for ERP and/or Cloud IT service provision between the Contractor and Client.

The objectives of this Agreement are to:

•   Provide clear reference to service ownership, accountability, roles and/or responsibilities.

•   Present a clear, concise and measurable description of service provision to the client.

•   Match perceptions of expected service provision with actual service support & delivery.

 

3. Duration & Renewal

This Agreement is valid for the stated period of the Statement(s) of Work signed between Contractor and Client (“Period”). This Agreement can be reviewed once or more per fiscal year; however, in lieu of a review during any period specified, the current Agreement will remain in effect. Contractor may terminate this Agreement by giving the Client at least 30 days notice before the end of each further Period. This Agreement will be terminated with the termination of services in the Statement(s) of Work, or the termination of the Master Services Agreement between Client and Contractor for any reason.

 

4. Service Agreement

The following detailed service parameters are the responsibility of the Contractor in the ongoing support of this Agreement.

4.1. Service Scope

The following Services are covered by this Agreement;

  • Manned telephone support (Client also submits support tickets online)

  • Web Support portal tickets

  • Remote assistance using Remote Desktop and a Virtual Private Network where available

  • Planned Onsite assistance (extra costs apply: Onsite assistance carries travel, accommodation and per diem costs. Budgetary costs will provided to Client for prior approval before any onsite assistance is planned)

  • Planned Disaster Recovery exercises (extra costs apply: Backups are conducted regularly as part of our hosting service offering. However, should the Client need to recover a backup extra engineering costs will apply. Any backup engineering costs will be provided to the Client for pre-approval prior backup recovery. Hourly rates are as per the support package selected or the ad-hoc support rate in the SOW)

 

4.2. Client Requirements

Client responsibilities and/or requirements in support of this Agreement include:

• Payment for all support costs at the agreed interval.

• Sustainable remote connection to systems.

• Submission of clear support tickets on the portal with accurate severity levels.

• Reasonable availability of client representative(s) when resolving a service

related incident or request.

 

4.3. Contractor Requirements

Contractor responsibilities and/or requirements in support of this Agreement include:

• Exercising all reasonable endeavors to meeting response times associated with service related incidents.

• Appropriate notification to Client for all scheduled maintenance.

 

4.4. Service Assumptions

Assumptions related to in-scope services and/or components include:

• Changes to services will be communicated and documented to all Parties.

 
5. Service Management

Effective support of in-scope services is a result of maintaining consistent service levels. The following sections provide relevant details on service availability, monitoring of in-scope services and related components.

5.1. Service Availability

Coverage parameters specific to the service(s) covered in this Agreement are as follows:

  • Telephone support: 8:30 A.M. to 5:30 P.M. (GMT+2) Monday – Friday (except public holidays in Cyprus)

  • Calls received out of office hours will not be answered; client is expected to record any issues through the Support Portal

  • Email / Portal support: Monitored 8:30 A.M. to 5:30 P.M. (GMT+2) Monday – Friday (except public holidays in Cyprus)

  • Emails / Portal tickets received outside of office hours will be collected, however no action can be guaranteed until the next working day

 

5.2. Service Requests

In support of services outlined in this Agreement, Xenatus will respond to service related incidents and/or requests submitted by the Partner or Client within the following time frames:

Priority                   Definition                                                                                                                Response Time      Updates Every

Severity 1                System is Down                                                                                                             30 mins                 2 hrs

Severity 2               Critical system error that is preventing business critical transactions                         1 hr                       8 hrs

Severity 3               System error or business requirement to which                                                           4 hrs

Severity 4               Minor system issue or non-business critical requirements                                          1 day

Low                         Cosmetic requirement or modification                                                                          1 day

Remote assistance will be provided in-line with the above timescales within business hours, dependent on the priority of the support request.

Response is defined as an acknowledgement of the issue or ticket that was opened. For example, answering the call, responding by email or on the ticketing portal that the issue has been received.

Updates are defined as a communication on the ticket, by email, by call or any other form of communication to update the client point of contact on the progress of work to resolve the pending issue.

5.3. Support Escalation

Level    Designation                       Method                                Phone #                     Updates Every

1           Support Team                   Support Portal                    n/a                              Request Update                   

2          Support Manager             Call Xenatus Hotline          +357 22 254090        Escalate if no information is available from Level 1   

3          Executive Management    Call Management Office   +357 25 360900        Escalate if no information is available from Level 2                                                                                                                                             or if the information received is not satisfactory. 

6. Non-Disclosure & Confidentiality

Both parties agree to treat as confidential any information obtained from the other party in relation to this agreement, including information received prior to the date of this agreement. Both parties agree not to divulge confidential information received from the other to any third party without prior written consent of the other. Both parties agree to protect confidential information received from the other with at least the same degree of care taken with the party’s own confidential information.

 

7. Nature of the Agreement

This Service Level Agreement contains the entire agreement between the parties with respect to its subject matter and may not modified except by an instrument in writing signed by the duly authorized representatives of the parties.

If any provision of this Agreement is held by any court or other competent authority to be invalid or unforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.

 

8. Support - Terms and Conditions

 

  1. Support fees are due in full before the commencement of the support period.

  2. The services shall be provided remotely and onsite by specialized personnel (consultants, technicians etc.)

  3. In case of a Special Software Development request by the Client, all fees, terms and conditions must be agreed in writing between the parties in advance. The time needed for the development by a technician, as estimated by Contractor and communicated to the Client and approved by the Client will be billed to the Client.  

  4. The agreed services will be provided only for Products, for which the Client holds valid user license/s.

  5. The Client shall provide the all reasonable and necessary access to his Premises and remote access to his equipment in order for the services to be rendered

  6. No warranties, damages, services or fixes can be claimed in case the Product code is modified in any way by the Client or a third party.

  7. Support tickets/issues in a "Resolved" status for more than 5 days are deemed completed and will be closed.

  8. In case of a major Microsoft upgrade any data transfer/migration cost required from previous version to the latest one shall be charged to the Client and invoiced accordingly; after written Client approval of a quotation.

  9. New software developments may require extra granules from Microsoft that would be quoted to the Client and would need to be purchased and added to their license.

  10. Contractor reserves the right to change the Severity Level of a ticket should it be submitted inaccurately by the Client.

  11. In case of a Severity 1 incident, the Client is required to log a Support Ticket and make a direct call to the support hotline.

  12. Contractor reserves the right to amend the Service Level Agreement at Contractor's discretion

  13. Exclusions: The service agreement and its associated commitments do not apply to any unavailability, suspension, or termination of Software, or any other Software performance issues:

  • that are caused by factors outside of Contractor’s reasonable control, including any force majeure event or internet access or related problems;

  • that results from any prohibited, negligent, or omitted actions of Client or any of the Client’s contracted third parties;

  • that result from Client equipment, hardware, network, connectivity, or third party software or application; or

  • that arise from suspension or termination of Client right to use the software in accordance with the software license, hosting terms, breach of confidentiality, or due to lack of payment.

 

9. Applicable Law & Jurisdiction

This Agreement and all it appendices shall be governed by and be construed in accordance with the Laws of Cyprus and the Cyprus Courts shall have exclusive jurisdiction to adjudicate on any matters or dispute arising there from.