Service Level Agreement

Asite provides maintenance services that include access to Asite’s dedicated support team to raise incident tickets for the purpose of fault investigation, diagnosis and resolution together with preventative and corrective maintenance that includes all regularly scheduled bug fixes, software updates, and those upgrades limited to improvements to features described in the Documentation. Asite aims to schedule software updates every 6-10 weeks but if a development is key to our continuous growth Asite will take ad hoc approach to our development release schedule, all details can be found on the company website (https://www.asite.com/product-updates).

Maintenance Events. Maintenance of the Asite Platform, Applications or other maintenance activities shall, as far as practicable, be performed outside of normal business hours (“Normal Business Hours” are 6am-10pm local UK time, Monday to Friday, except public holidays in England).

Scheduled Maintenance shall be performed during a “Scheduled Maintenance Window” on Sundays from 10am to 4pm local UK time. Emergency Maintenance shall be performed during the daily window of 10pm to 2am local UK time. Unscheduled Maintenance shall be performed outside of normal business hours and Asite, will where practical, give Customer at least two (2) days’ notice in advance of such maintenance. Any Maintenance Events which occur during normal business hours and which were not requested by Customer shall be considered downtime.

Asite will at all times endeavour to keep any Service interruptions to a minimum.

Availability Commitment Asite will provide at least a 99.9% uptime service availability level (“Uptime Service Level”). This Uptime Service Level availability refers to an access point on the Asite hosting provider's backbone network. It does not apply to the portion of the circuit that does not transit the hosting provider's backbone; Customer is responsible for its own ability to access the internet. In addition, the Uptime Service Level availability will not include Maintenance Events as defined above or Customer-caused outages or disruptions; or outages or disruptions attributable in whole or in part to force majeure events within the meaning of clause 17.6 of the Agreement to which this is an exhibit.

Availability Measurement: Asite shall measure the availability of the Application at 5 minute internals beginning on the first day of the calendar month following use by the Customer if the Service. Measurements of availability will not include Customer caused outages or disruptions (such as the unavailability of Customer-controlled back-office systems), or Maintenance Events that fall outside of the Normal Business Hours. Availability Measurement is based on the monthly average percent availability, calculated at the end of each calendar month as the total actual uptime minutes divided by total possible uptime minutes in the month.

Service Credits. If availability falls below the Uptime Service Level in a given calendar month commencing on the third month of the Agreement Term (a “Service Delivery Failure”), Asite will credit Customer’s account the amount calculated by the following metrics:

Monthly Cumulative Downtime (Minutes)	Service Credits (% of the monthly Licence Fee)
45 – 60	5%
60 – 120	10%
120 – 180	20%
180 – 240	30%
240 – 300	55%
300 +	100%

 

Asite shall provide a service credit for any Service Delivery Failure(s) within five (5) business days of the service affecting event(s) in order to receive a Service Credit. Maximum Service Credit allowable in a given month is limited to the total Subscription Fee owed for that month.

Both parties acknowledge and agree that the terms of this Service Level Agreement do not operate by way of penalty and constitute a genuine attempt to pre-estimate loss to Customer.

 

Technical Support Services.

Asite Technical Support. Asite technical support will accept voice-mail, email, and web form-based request for help/support 24 hours a day, 7 days a week (“24 x 7”). Each request has a specific ticket number for tracking purposes.

Definition of Priority.

Each support call/email will go into support team where the handler determines the priority based on the severity of the problem described by the Customer representative. These will be identified by either, full failure, partial, work arounds.

In the event that the Customer does not agree with the priority given to a support request (or any number of linked support requests) then the parties agree to follow the Escalation Procedure.

Escalation Procedure

Escalation level	Timeframe	Customer	Asite
Level 1	24 hours	Customer Representative	Support Handler
Level 2	24 hours	Customer Representative Line Manager / Disputing Manager	Customer Success Consultant
Level 3	24 Hours	Commercial Director	Customer Success Director

The above escalation procedure also applies to any disagreements between the parties regarding use of third parties pursuant to clause 5.

The priority of any defect is made using one of following priorities:

Priority	Description	Target First Time Response Time	Target Resolution Time
Priority 1	The entire Application is ‘down’ and not accessible. P1 incidents must be reported by phone.	Within 2 business hours.	4 business hours: there will be a continuous effort after initial response to resolve the problem with Customer cooperation.
Priority 2	Operation of the Application is severely degraded, or major components of the Applications are not operational and work cannot reasonably continue. P2 incidents must be reported by phone.	Within 4 business hours.	Within 2 business days after initial response.
Priority 3	Certain non-essential features of the Application are impaired while most major components of the Application remain functional.	Within 24 business hours.	Within 5 business days after initial response.
Priority 4	Problems that are, generally, non-disabling or cosmetic. There is clearly little or no impact to the user.	Within 3 business days.	Next available Scheduled Maintenance Window.

Escalation. If no progress has been made on a Priority 1 or Priority 2 incident within the Target Resolution Time, the incident will be escalated in writing to the Manager of Technical Services. If the incident is not then resolved after a further incremental period equivalent to the Target Resolution Time, the incident may then be escalated to the Asite Technology Director. The Customer can also escalate via their dedicated Customer Success Consultant who will act on their behalf to try and resolve the issue in the targeted timescales.

Monitoring and incident reporting. Asite will provide monitoring of its Applications and Services. Asite use all reasonable endeavours to notify Customer of Maintenance Events that may affect the availability of the Applications.

Customer support obligations. Customer’s designated Customer Success Consultant may contact Asite Technical Support in order to report problems from Authorised Users that Customer’s designated Consultant cannot resolve themselves after a reasonable level of diagnosis has been performed.

Changes to Integration Interfaces. Before Asite or Customer makes changes to integration interfaces between the Asite Platform and Customer’s internal data stores or systems, Asite or Customer will provide notice to the other in order to ensure the continued operation of any integration interfaces affected by such changes. Asite will provide Customer CSRs, or Customer will provide Asite NSEs, with at least 60 days advance notice of such changes. Such notice will include at least the new interface specifications and a technical contact to answer questions on these changes. Asite or Customer will also provide up to 15 days of integration testing availability to ensure the smooth transition from the prior interfaces to the new interfaces.

Exclusions. Asite will be under no obligation to provide the support services and shall not be liable for failure to perform the obligations in this Service Level Agreement and/or achieve the Service Levels to the extent attributable to:

• defects or errors in the Applications have resulted from any unauthorised modifications (or attempted modifications) made by any person other than Asite;
• unauthorised use of the Asite Platform, Applications or use by any party who is not an Authorised User;
• use of the Applications otherwise than in accordance with this Agreement, the Documentation, or continued use contrary to any reasonable written instructions provided by Asite;
• any fault in Customer’s equipment or operating environment on which the Software is installed and used;
• input errors or omissions by Customer or Authorised Users (including inaccurate, incomplete or corrupt User Data);
• defects or errors caused by the use of the Applications on a configuration for use of the Applications as set out in this Agreement or otherwise approved by Asite.
• Any of the events as described in Clause 17.6 of the Agreement.