Availability Service Level Agreement ("A-SLA")
Service Provider guarantees Services and related Resources for Individual Services as outlined in the relevant Schedule. In the event of an Outage, clients shall be entitled to receive a Service Credit provided the terms set forth herein are adhered to.
1. Service Levels and Service Credits
Service Levels and Credits apply, as set forth below, to the availability of the Individual Services that are defined in each Schedule. For clarity, Service Provider recognizes that Individual Services are interdependent and that an impairment of one Individual Service may render one or more “Dependent Services” also materially impaired with respect to its normal use and purpose.
In such cases, Client will provide reasonable evidence, such as documented system error messages or system logs, to Service Provider of such impairment of a Dependent Service. Subject to technical review and agreement by Service Provider, which shall not be unreasonably withheld, that the material impairment with respect to normal use and purpose of a Dependent Service was the result of the impairment of another Individual Service, the Dependent Service shall also be deemed “Unavailable” for purposes of determining the “Service Credit” as set forth herein.
A) Availability Service Level Guarantee = 100% per Month
If a Service is subject to an Outage, Client will be entitled to a Service Credit as follows:
Availability per Month | Availability service credit based on a percentage of the MRC for the affected Individual Service |
|---|---|
<100.00 to 99.980 | 5% |
99.980 to 99.890 | 10% |
99.890 to 99.490 | 15% |
99.490 to 98.990 | 20% |
98.990 to 97.00 | 25% |
Less than 97% | 30% |
2. Limitations
This SLA provides Client sole and exclusive remedies for Outages as defined herein. To clarify, such sole and exclusive remedies shall apply only to Outages and shall not apply to breaches of other obligations under the MSA.
In no event, will the Service Credits accrued in any calendar month exceed, in the aggregate across all events, fifty percent (50%) of the MRC and related usage charges for affected availability of the Service.
3. Definitions
"Availability" means the monthly percentage of time during a calendar month during which an Individual Service is not subject to an Outage. Availability is expressed as a percentage and calculated as follows:
Availability % = (TM − OM + EE) / TM × 100
TM = Total minutes in the relevant calendar month
OM = Cumulative total minutes of Outage in such month
EE = Excluded Events
"Excluded Events" means any event that adversely impacts the availability of any Individual Service that is caused by:
(a) the acts or omissions of Client, its employees, customers, contractors or agents; (b) the outage or malfunction of equipment, applications or systems provided by the Client which are not controlled by Service Provider; (c) Force Majeure events; (d) scheduled maintenance; (e) any suspension of service pursuant to the MSA; (f) Client running above 85% of resource capacity as defined in Schedule A; (g) any security, server load balancer or networking services that are disabled or device configurations which are modified by the Client without prior approval by Service Provider; (h) Internet access or related network problems beyond the demarcation point for Client provided communication circuits; (i) expiration of Client’s software maintenance contracts; (j) data recovery due to incomplete, unusable, or damaged backups; (k) any operating system or hardware that is end of life, end of service or out of support; (l) any client supplied equipment or software.
"Individual Service" is an itemized service listed in a schedule.
"Month" means a calendar month.
"Outage" means the length of time as tracked in a Service Provider ticket system during which an Individual Service is not available. For clarity, the length of time of an Outage shall not include any time during which a Service is unavailable due to an Excluded Event.
An Outage will be deemed to commence at the time recorded as the Outage Start Time by Service Provider in an incident recorded in Service Provider’s ticket system and ends when the incident is resolved. Service Provider warrants that it is providing 24×7 monitoring of the Services and can open an incident in the ticket system upon being alerted by Service Provider’s monitoring systems.
Service Provider and Client shall accept requests by the other party to review systems documentation if either party believes that the actual Outage Start Time as recorded in Service Provider’s ticket system is not accurate to reach agreement with respect to an Outage Start Time.
"Unavailable" means a Service is Unavailable if the Individual Service is not operational such that Customers cannot reasonably use the Service for its primary purpose except for the “Excluded Events” defined herein.
"Scheduled Maintenance" is a pre-scheduled update or modification to a system or other resource that may or may not result in a temporary outage. Service Provider will provide a minimum of 7 days advance notice where the service to Client may be interrupted. When possible, maintenance is scheduled outside business hours and coordinated with Client.
"Service Credit" means an amount deducted from the affected Individual Service’s Monthly Recurring Charges for Infrastructure Services because of an Outage.