Service Level Agreement

 

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Service Level Agreement

v2.0 - 29-jun-2019

Introduction

This Service Level Agreement (“SLA”) describes the levels of service that a Subscriber will receive from NxtPort CVBA (“NxtPort”). This SLA supplements the General Terms and Conditions or Customer Specific Agreement and the API Specific Terms entered into between the Subscriber and NxtPort (together the “Customer Terms”). Capitalized terms used in this SLA and not separately defined shall have the respective meanings ascribed in the General Terms and Conditions or the API Specific Terms.

This SLA sets out what levels of availability and support the Subscriber is guaranteed to receive for specific items of the Platform from end-to-end (as set out below). For the purpose of this SLA, any reference to ‘Item Covered’ shall also include the Platform. It also explains what penalties will be applied to NxtPort should it fail to meet these levels.

1.1  Duration

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

1.2  Amendments

This SLA may be reviewed and amended by NxtPort at any point. Any such amendments or changes made will be effective following a reasonable notice period to the Subscriber. In the event that Subscriber does not agree with such amendments or changes, Subscriber will have the right to terminate his Agreement with NxtPort. Subscriber will have deemed to accept the changes if it has not terminated the Agreement at the end of the aforementioned reasonable notice period and continues to use of the Platform after such changes become effective.

1.3  Items Covered

In each API Specific Term, each item’s Priority level and whether NxtPort guarantees Support response times, Service Response Times and/or Availability is set out (each such item for purposes of this SLA an “Item Covered”). It is agreed that on Items Covered designated ‘Pilot’ or for Items Covered that are offered for free, NxtPort will only provide Support (without any Services Credits being due) and no Availability or Service Response Time is guaranteed.

Generic Platform functionalities are considered Priority Level 3 for purposes of this SLA, such generic Platform functionalities will include (on- and off boarding activities, subscription related queries, marketplace, console, …).

1.4  Support Services

The support services provided pursuant to this SLA (“Support”), will include:

  • Incident management
  • Registration of new Subscribers
  • Technical support

In addition to the above stated support services, Subscribers may request additional services through the Service Desk. Such additional services will be considered ‘out of scope’ (i.e. not included in the normal Support). NxtPort may charge the Subscriber for these additional services on a time and material basis at the then current applicable rates or such other rates as may be agreed between the Parties. Such additional services include (non-exhaustive list):

  1. additional implementation services concerning implementation of the Platform and/or Applications in a specific Subscriber’s environment;
  2. technical onboarding;
  3. operational support;
  4. advice on how to rectify problems in areas other than the Items Covered which have led to the Platform being unable to be used;
  5. advice on how to rectify errors that are attributable to accidents, misuse, negligence or failure of the Subscriber to follow instructions received from the service helpdesk.

1.5 Exclusions

NxtPort will endeavour to rectify every issue in a timely manner. However, there are a few exclusions. This SLA does not apply to:

  • any equipment, software, services or other parts of the Items Covered not listed above;
  • Software, equipment or services not purchased via and/or managed by NxtPort including, but not limited to, incidents resulting from inadequate bandwidth (for which Subscriber is responsible) or related to third-party software or services (including Applications) not purchased via and/or managed by NxtPort;
  • Services and items offered by NxtPort in the NxtPort marketplace which are marked as “Sandbox”, i.e. intended for development and testing purposes only (it being understood the NxtPort will use reasonable efforts to keep such ‘Sandbox’ asset available and supported);
  • Services and items offered by third parties in the NxtPort marketplace at https://www.nxtport.com/market and marked as such.

Additionally, this SLA does not apply:

  • if the issue is caused by using equipment, software or service(s) in a way that is not supported or not in compliance with the API documentation on GitHub;
  • Incidents that result from:
    • Subscriber’s employees, agents, contractors, or vendors, or anyone gaining unrightful access to the Platform by means of Subscriber’s passwords or equipment; or
    • otherwise resulting from Subscriber’s failure to follow appropriate security practices;
  • Incidents that result from, or Subscriber’s use of the Platform in a manner inconsistent with the features and functionality of the Platform (for example, attempts to perform operations that are not supported);
  • in circumstances that could be reasonably said to be beyond NxtPort’s or a Force Majeure Event;
  • in cases that the Customer Agreement is suspended by NxtPort in accordance with the Customer Terms.

2. Responsibilities

2.1.  NxtPort’s Responsibilities

NxtPort will:

  • provide remedial maintenance to the Items Covered in accordance with this SLA;
  • provide evolutive maintenance in accordance with this SLA;
  • ensure the Items Covered are available to the Subscriber in line with the Availability levels listed below;
  • respond to Support requests within the timescales listed below;
  • take reasonable steps to escalate and resolve incidents in an appropriate, timely manner;
  • maintain efficient communication with the Subscriber at all times.

2.2 Subscriber’s Responsibilities

The Subscriber will use the Platform in a manner consistent with the features and functionality of the Platform and consistent with NxtPort’s published guidance.

Additionally, the Subscriber will:

  • notify NxtPort of Incidents in a timely manner, via support.nxtport.com or via email to support@nxtport.eu. This triggers a ticket in NxtPort’s online support ticketing system.
  • maintain efficient communication with NxtPort at all times.
  • When reporting the Incident, Subscriber will provide NxtPort with the following information in English:
    • the name and job title of the user;
    • 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 NxtPort.

3. Guaranteed Availability

3.1 Availability Levels

In order to enable the Subscriber to do business effectively, NxtPort guarantees that the Items Covered will be Available for a certain percentage of time. For purposes of this SLA, “Availability” or “Available” will mean total time, in minutes, the Item Covered is available to communicate over the Internet, as reported in NxtPort’s reports.

For items marked as having Guaranteed Availability in the API Specific Terms, the following availability levels apply:

Priority level

Guaranteed Availability

Service Credit per hour of downtime
(prorated to the nearest minute)

1

99%

5% of monthly transactional fee for the Item Covered

2

99%

2% of monthly transactional fee for the Item Covered

3

98%

1% of monthly transactional fee for the Item Covered

4

not applicable

not applicable


If, during a certain month, the Guaranteed Availability is not achieved, a root cause analysis (“RCA”) will be conducted by NxtPort and the results will be shared by NxtPort on the status page.

3.2 Scheduled Maintenance

In maintaining and developing its Platform, NxtPort may on occasion need to temporarily take the Platform or certain parts of it offline. NxtPort commits to limiting outages related to Scheduled Maintenance to 2 windows of 4 hours per calendar month, and will use best efforts to inform the Subscriber of the Scheduled Maintenance at least 2 weeks beforehand, except in case of emergency work (e.g. resolution of vulnerabilities) that could negatively impact the Platform and/or Items Covered if not performed with the highest priority. NxtPort will use best efforts to plan the Scheduled Maintenance outside Business Hours.

3.3 Measurement

Availability is measured by using NxtPort’s automated systems, over each calendar month and excluding Scheduled Maintenance windows. 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.


4. Guaranteed Service Response Time

For Items Covered marked as having Guaranteed Service Response Time in the API Specific Terms, such API Specific Terms will provide for a metric evaluating the performance of such specific Item Covered (the “API Specific Performance Metric”). Any performance deficiencies caused directly or indirectly by services outside NxtPort control (e.g. ISP outage, connectivity problems to the NxtPort Platform, unavailability of any Subscriber systems and networks) are excluded from the Service Response level calculations. The Guaranteed Service Response service level is then expressed as the percentage of the total number of the API Specific Performance Metric during the calendar month which Is processed within its threshold (as defined in the API Specific Terms). The API Specific Term provide for the Service Credits that will be granted to Subscriber if NxtPort fails to achieve its Guaranteed Service Response service level, if designated applicable in the API Specific Terms.


5.  Guaranteed Support Response Time

5.1  Support Response

NxtPort commits to responding in a timely manner to an Incident raised by the Subscriber. Such response will include, at least: (i) a customized response, and (ii) provide the ability to track the then current status of the Incident.

Guaranteed Support response times depend on the priority level of the Item(s) Covered affected and the severity of the issue.

For Items Covered marked as having Guaranteed Support Response Time in the table of Items Covered, the following Support Response Times apply:

   Issue Severity    Service Credit per Issue
(prorated to the nearest minute)
 Priority Level  Fatal Severe  Medium  Minor
 1 15 minutes
30 minutes 30 minutes 30 minutes 5% of monthly transactional fee
 2 2 hours 2 hours 4 hours 4 hours 2% of monthly transactional fee
 3 4 hours 4 hours 8 hours 8 hours 1% of monthly transactional fee
 4 / General Support  - 24 hours
24 hours
24 hours Not applicable


5.2 Severity Levels

Severity level

Definition

Fatal

Complete degradation of the Covered Items in which all Subscribers and critical functions are affected.

Severe

Significant degradation of the functionality or performance of the Covered Items and no work around is available.

Medium

Limited degradation — limited number of Subscribers or functions affected. Business processes can continue.

Minor

Small degradation — few users or one Subscriber affected. Business processes can continue.

Severity levels will be determined by NxtPort.

5.3 Measurement

Support Response times are measured using NxtPort’s online support ticketing system, which tracks all Incidents from initial reporting to resolution.

Support Response times are measured from the moment the Subscriber submits a support request until NxtPort responds to that support request. Subscriber is deemed to have submitted a support request when it has reported the issue via support.nxtport.com or email to support@nxtport.eu – which triggers a ticket in NxtPort’s ticketing system. NxtPort is deemed to have responded when it has replied to the Subscriber’s initial request, in the form of an email, response via the ticketing system, to either provide a solution or request further information.

Support Response times apply during standard business hours (9h-17h30 CET) (“Business Hours”) only, except when a dedicated support contract between the Subscriber and NxtPort includes provisions for out of hours support. For instance, if an issue is reported at 17h CET with a response time of 60 minutes, NxtPort has until 9h30 CET the following day to respond.

It is vital the Subscriber raises every issue via NxtPort’s online support ticketing system or email. If an issue is not raised appropriately, the guaranteed Support response time does not apply to that issue.


6.  Resolution Times

Unless the API Specific Terms provide for specific guaranteed resolution times, NxtPort will not guarantee such resolution times and NxtPort will use best efforts to resolve problems as quickly as possible and will provide frequent progress reports to the Subscriber through its status page.


7.  Service Credits

If NxtPort fails to meet a guaranteed Availability, Service Response Time or Support Response Time, a penalty will be applied in the form of a credit for the Subscriber.

This means the following month’s fee payable - for the specific Item Covered which was impacted - by the Subscriber will be reduced on a sliding scale, as follows:

  • Availability: the level of penalty will be calculated, on a per Item Covered basis based on the number of minutes for which the Item Covered was unavailable, minus Scheduled Maintenance and downtime permitted by the SLA, in excess of the thresholds provided for in above table.
  • Service Response: as per the API Specific Term.
  • Support Response: the level of penalty will be calculated, on a per Item Covered basis based on the total number of Issues, that were raised to the support desk in accordance with this SLA, and to which no response was provided within the service levels as provided for in the table.

Service Credits in any month are capped at 50% of the Covered Item’s monthly transactional fee.

Such Service Credit must be requested by the Subscriber in writing (including e-mail) within fifteen (15) calendar days after NxtPort has made the monthly Service Level available on the NxtPort Status Page. Failure to comply with this requirement will exclude the Subscriber from his right to a Service Credit. The Parties agree that a non-adherence to a Service Level shall not be considered as a material breach and shall not give rise to any other compensation or payment by NxtPort other than the Service Credit, or the right of termination as provided for in this SLA.


8. Right of Termination

If NxtPort fails to meet any of the service levels described in this document more than 5 times one calendar month or fails to meet any of the service levels described in this document more than 3 consecutive months, the Subscriber may terminate its entire contract with NxtPort for breach with immediate effect and without the need for court intervention with no penalty or indemnity being due by Subscriber.


9. Reporting 

NxtPort will provide detailed reporting on the http://status.nxtport.com/.