SERVICE LEVEL AGREEMENT

Last updated: 12th Feb 2021

This service level agreement (SLA) describes the levels of service that the Customer will receive from Awake.AI (‘the Supplier’).

Purpose

Customer depends on software and services (together: ‘the Supported Service’) that are provided, maintained and supported by Supplier. Some of these items are of critical importance to the business.

This service level agreement sets out what levels of availability and support Customer is guaranteed to receive for specific parts of the Supported Service. It also explains what penalties will be applied to Supplier should it fail to meet these levels.

Supplier will use commercially reasonable efforts to make the Software Services available with a Service Availability Percentage, as described below.

Term and amendments

This SLA forms an integral part of the Service Agreement Terms and has the same duration as the Service Agreement Terms.

SLA may be reviewed at any point, by mutual agreement. It may also be reviewed if there are any changes to the Supported Service and if the changes would affect the pricing of SLA.

In the event that Customer does not agree with changes, Customer will have the right to terminate his SLA with Supplier. Customer will have deemed to accept the changes if it has not terminated the SLA at the end of the aforementioned reasonable notice period and continue to use of the Software Services after such changes become effective.

Exclusions

This SLA is written in a spirit of partnership. Supplier will always do everything possible to rectify every issue in a timely manner. However, there are a few exclusions. This SLA does not apply to:

  • The unavailability is due to scheduled maintenance or backup purposes, provided we notify the customer at least 48 hours in advance. Other downtime at the request of the Customer or with the Customer's approval.

  • Caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the Supplier; 

  • That result from any actions or inactions of the customer or any third party;

  • That result from any employees, agents, contractors, or vendors, or anyone gaining unrightful access to the Service by means of the Customer passwords or equipment; 

  • Or otherwise resulting from the Customer failure to follow appropriate security practices;

  • That result from the Customer equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); or 

  • Arising from our suspension or termination of the Customer right to use the Awake Service in accordance with the Awake Agreement (collectively, the “Awake SLA Exclusions”). If availability is impacted by factors other than those used in our calculation of the Monthly Availability Percentage, then we may issue a Service Credit considering such factors at our discretion.

  • Customer has made unauthorised changes to the configuration or set up of affected equipment, software or services.

  • Customer has prevented Supplier from performing required maintenance and update tasks. 

  • The issue has been caused by unsupported equipment, software or other services.

  • Service Credits are not valid for non-commercial Software Service deliveries, Pilots or Proof of Concepts.

  • Service Credits are not applicable for support responses for Minor Service Issues.

Having said all that, Supplier aims to be helpful and accommodating at all times, and will do its absolute best to assist Customer wherever possible.

Supplier responsibilities

Supplier will provide and maintain the Supported Service used by Customer.

The IT support contract between Supplier and Customer includes full details of these responsibilities.

Additionally, Supplier will:

  • Ensure relevant software, services and equipment are available to Customer in line with the availability levels listed below.

  • Respond to support requests within the timescales listed below.

  • Take steps to escalate and resolve issues in an appropriate, timely manner.

  • Maintain good communication with Customer at all times.

Customer responsibilities

Customer will use Supplier-provided Supported Service as intended.

The IT support contract between Supplier and Customer includes full details of the Supported Service and its intended uses.

Additionally, Customer will:

  • Notify Customer of issues or problems in a timely manner via email to support@awake.ai

  • Provide Supplier with access to equipment, software and services for the purposes of maintenance, updates and fault prevention.

  • When reporting the Incident, Customer will provide Awake with the following information in English:

    • the reporter name and a short description of the Incident and how it is manifested

    • how the Incident can be reproduced or verified

    • in what situations the Incident occurs

    • the type of device and browser used

    • the effects of the Incident and any other relevant information (screen prints, logs, etc.) as may be requested by Awake.

  • Maintain good communication with the Supplier at all times.

Availability

In order to enable Customer to do business effectively, Supplier guarantees that certain items will be available for a certain percentage of time. Supported Service for the Customers are guaranteed to be available and responsive 99.9% of the time. If Supplier does not meet this guarantee then Supplier is eligible for a service credit as described below. 

Supplier will provide detailed availability reporting on the page https://status.awake.ai/ .

Measurement and penalties

Availability is measured by using automated systems, over each calendar month excluding maintenance and other issues mentioned in Exclusions. It is calculated to the nearest minute, based on the number of minutes in the given month. For instance, a 31-day month contains 44,640 minutes.

Availability Percentage                         Service Credit ( of monthly fee)

100% - 99.9%                                           0%

99.89% - 99.0%                                       10%

98.99% - 95.0%                                       20%

Less than 95.0%                                     30%

The Parties agree that a non-adherence to a Availability Percentage shall not be considered as a material breach and shall not give rise to any other compensation or payment by Awake other than the Service Credits or the right of termination as provided for in this SLA.

Important notes:

• Total amount of Service Credits (Availability and Response time together) can not exceed 50% of the total monthly fee charged from the Customer

Service Credits are calculated as a percentage of the total charges paid by Customer for the applicable Supported Service each month, or the annual fee divided by 12 in which the Availability Percentage fell within the ranges set forth in the table above.

Calculation

Supplier’s compliance with the Availability Requirement will be determined by the following formula: 

Actual Availability percentage = Uptime ÷ (Scheduled Uptime – Excused Downtime) × 100

  • “Uptime” means the number of whole minutes that the Service was Available during the month. 

  • “Scheduled Uptime” means the total number of whole or partial minutes during the month. 

In order to obtain a Service Credits in any given calendar month, Customer must send Supplier a written notice within 15 days after Supplier has made available on the Awake Status Page, specifying: 

  1. The words “SLA Service Credit Request” in the subject line;

  2. Your request logs or data that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks); and 

  3. The dates and or times in which the Service or availability of the Service failed to achieve the applicable SL

Failure to comply with this and other information as required above will disqualify you from receiving Service Credits. Service Credits can be redeemed only for the previous month period.

Response time

When Customer raises a support issue with Supplier, Supplier promises to respond in a timely fashion.  

Supplier is deemed to have responded when it has replied to Customer’s initial request. This will be in the form of an email, to either provide a solution or request further information.

Guaranteed response times depend on the priority of the item(s) affected and the severity of the issue. They are shown in this table:

Issue Severity                   Support Response Time                 Severity Level definition

Fatal                                    1 hour                                                    Complete degradation — all users and critical functions affected. Item                                                                                                               or service completely unavailable.

Severe                                8 hours                                                 Significant degradation — large number of users or critical functions                                                                                                                 affected.

Medium                             24 hours                                                Limited degradation — limited number of users or functions affected.                                                                                                               Business processes can continue.

Minor                                 48 hours                                                Small degradation — few users or one user affected. Business                                                                                                                               processes can continue.

Response times are measured from the moment the Customer submits a support request via Supplier’s online support system. Response times apply during standard working hours (9AM — 5.30PM EET Helsinki Finland) only, unless the contract between Customer and Supplier specifically includes provisions for out of hours support.

Measurement and penalties

Response times are measured using Supplier’s support ticketing system, which tracks all issues from initial reporting to resolution.

It is vital Customer raises every issue via this system. If an issue is not raised in this way, the guaranteed response time does not apply to that issue.

If Supplier fails to meet a guaranteed response, a penalty will be applied in the form of a credit for Customer.

This means the following month’s fee payable by Customer will be reduced on a sliding scale.

The level of penalty will be calculated depending on the number of hours by which Supplier missed the response time, minus the downtime permitted by the SLA:

# of Guaranteed Support Response failures                         Service Credit Percentage (of monthly fee)

0                                                                                                         0% 

1-5                                                                                                      5%

5-10                                                                                                   10%

> 10                                                                                                    20%

Important notes:

  • Response times are measured during working hours (9AM — 5.30PM EET Helsinki Finland).

  • Total amount of Service Credits (Availability and Response time together) can not exceed 50% of the total monthly fee charged from the Customer

For instance, if an issue is reported at 5.00pm with a response time of 60 minutes, Supplier has until 9.30am the following business day to respond.

Resolution times

Supplier will not guarantee resolution times because the nature and causes of problems can vary enormously.

In all cases, Supplier will make its best efforts to resolve problems as quickly as possible.