Enterprise Plan SLA

Service Level Agreement (Enterprise Plan Customers Only)This Service Level Agreement (“SLA”) forms part of the Zegal Terms of Service and is applicable to Enterprise Plan Customers Only.

1.      Interpretation

The following definitions and rules of interpretation apply in this SLA

1.1

Definitions:

Business Day: Monday to Friday excluding public holidays.
Commercially Reasonable Efforts: the same degree of priority and diligence with which Zegal meets the support needs of its other similar customers.
Contact List: a current list of Zegal contacts and telephone numbers to enable the Customer to escalate its Support Requests, including:
  1. the first person to contact; and
  2. the persons in successively more qualified or experienced positions to provide the support sought.
Contract Term: as defined in the Payment Terms and, includes any period for which payment has been made by the Customer.
Customer Cause: any of the following causes:
  1. any improper use, misuse or unauthorised alteration of the Software by the Customer;
  2. any use of the Software by the Customer in a manner inconsistent with the then-current Documents;
  3. the use by the Customer of any hardware or software not provided by Zegal [or approved by Zegal in the Specification for use by the Customer in connection with the Software]; or
  4. the use of a non-current version or release of the Software
Fault: any Operational Fault.
Good Industry Practice: the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a company within the relevant industry or business sector.
Help Desk Support: support provided by help desk technicians sufficiently qualified and experienced to identify and resolve most support issues relating to the Software.
Higher-level Support: higher-level support provided by an individual on the Contact List.
Main Agreement: the agreement to which this schedule relates.
Operational Fault: failure of the Software to operate in all material respects in accordance with the Specification and Documents, including any operational failure or error referred to in the Service Level Table.
Out-of-scope Services: either of the following services:
  1. any services provided by Zegal in connection with any apparent problem regarding the Software reasonably determined by Zegal not to have been caused by a Fault, but rather by a Customer Cause or a cause outside Zegal’s control (including any investigational work resulting in such a determination); or
  2. any Higher-level Support provided in the circumstances specified in Error: Reference source not foundError: Reference source not found.
Service Levels: the service level responses and response times referred to in the Service Level Table.
Service Level Table: the table set out in 5.1 .
Solution: either of the following outcomes:
  1. correction of an Operational Fault or;
  2. a workaround in relation to an Operational Fault (including a reversal of any changes to the Software if deemed appropriate by Zegal) that is reasonably acceptable to the Customer.
Support Fees: included in your Enterprise Plan subscription
Support Hours: 9am to 6pm Hong Kong time on Business Days.
Support Period: the Contract Term and, if requested by the Customer, any period during which the Customer transfers the Services to an alternate service provider.
Support Request: request made by the Customer in accordance with this schedule for support in relation to the Software, including correction of an Operational Fault.
Support Services: maintenance of the then-current version or release of the Software, including Help Desk Support and Higher-level Support, but excluding any Out-of-scope Services.
1.2

All initial capitalised terms in this schedule shall have the meaning given to them in the Zegal Terms of Service, unless otherwise defined herein.

2.      Support Services

2.1

During the Support Period Zegal shall perform the Support Services during the Support Hours in accordance with the Service Levels.

2.2

As part of the Support Services, Zegal shall:

  1. provide Help Desk Support by means of a dedicated priority e-mail address;
  2. commit appropriate resources to the provision of Higher-Level Support;
  3. where Help Desk Support is not provided within the relevant Service Level response time and the Customer escalates its Support Request to an individual of appropriate qualification or experience on the Contact List, provide Higher-Level Support;
  4. use Commercially Reasonable Efforts to correct all Operational Faults notified under 4.3(a) ; and
  5. provide technical support for the Software in accordance with the Service Levels.
2.3

Zegal may reasonably determine that any services are Out-of-scope Services. If Zegal makes any such determination, it shall promptly notify the Customer of that determination.

2.4

The Customer acknowledges that Zegal is not obliged to provide Out-of-scope Services.

3.      Fees

3.1

The provision of Support Services on a remote, off-site basis (such as over VC or by e-mail) within the Support Period shall be included in the Support Fees.

3.2

The provision of Support Services outside the Support Period or at the Customer Site or the provision of Out-of-scope Services shall be charged for at the applicable time and materials rates as set out in writing from time to time.

4.      Submitting Support Requests and access

4.1

The Customer may request Support Services by way of a Support Request.

4.2

Each Support Request shall include a description of the Operational Fault and, where relevant, the start time of the incident.

4.3

The Customer shall provide Zegal with:

  1. prompt notice of any Faults which it becomes aware of; and
  2. such output and other data, documents, information, assistance and (subject to compliance with all Customer’s security and encryption requirements notified to Zegal in writing) remote access to the Customer System, as are reasonably necessary to assist Zegal to reproduce operating conditions similar to those present when the Customer detected the relevant Operational Fault and to respond to the relevant Support Request.
4.4

Save for where Zegal reasonably determines that it requires access to the Customer Site to provide the relevant Support Service, all Support Services shall be provided on an off-site basis (such as over the telephone or by e-mail) from Zegal’s office.

4.5

The Customer acknowledges that, to properly assess and resolve Support Requests, it may be necessary to permit Zegal direct access at the Customer Site to the Customer System and the Customer’s files, equipment and personnel.

4.6

The Customer shall provide such access promptly, provided that Zegal complies with all the Customer’s reasonable security requirements and other policies and procedures relating to contractors entering and working on the Customer Site notified to Zegal in writing reasonably in advance.

5.      Service Levels

5.1

Zegal shall:

  1. Prioritise all Support Requests based on its reasonable assessment of the severity level of the Fault reported;
  2. respond to all Support Requests, in accordance with the responses and response times specified in the table set out below:
Severity level of Fault Definition Service Level response and response time for Operational Faults
1 Business Critical Failures:

An error in, or failure of, the Software that:

  1. materially impacts the operations of the Customer’s business or marketability of its service or product;
  2. prevents necessary work from being done; or
  3. disables major functions of the Software from being performed.
 Level 1 Response:

Acknowledgment of receipt of a Support Request within same Business Day.

Level 2 Response:

Zegal shall:

  1. restore the Software to a state that allows the Customer to continue to use all functions of the Software in all material respects within the same Business Day after the Level 1 Response time has elapsed; and
  2. exercise Commercially Reasonable Efforts until full restoration of function is provided.

Level 3 Response:

Zegal shall use Commercially Reasonable Efforts to work on the problem continuously and implement a Solution within ten Business Days of receipt of the Support Request.
If Zegal delivers a Solution by way of a workaround reasonably acceptable to the Customer, the severity level assessment shall reduce to a severity level 2 or lower.
2 System Defect with Workaround:

  1. a Business Critical Failure in the Software for which a work- around above has been deployed; or
  2. an error or failure in the Software (other than a Business Critical Failure) that affects the operations of the Customer’s business or marketability of its service or product.
 Level 1 Response:

Acknowledgment of receipt of a Support Request within same Business Day

Level 2 Response:

Zegal shall, within the same Business Day after the Level 1 Response time has elapsed, provide:

  1. an emergency software fix or workaround; or
  2. temporary release or update release, which allows the Customer to continue to use all functions of the Software in all material respects.

Level 3 Response:

Zegal shall use reasonable endevaours to provide a permanent Fault correction as soon as practicable and no later than ten Business Days after Zegal’s receipt of the Support Request.
3 Minor Error:

An isolated or minor error, or improvement suggestion in the Software that:

  1. does not significantly affect Software functionality;
  2. may disable only certain non-essential functions; or
  3. does not materially impact the Customer’s business performance.
 Level 1 Response:

Acknowledgment of receipt of the Support Request within same or next Business Day.

Level 2 Response:

The Supplier shall make Commercially Reasonable Efforts to provide a permanent Fault correction within ten Business Days after the Level 1 Response time has elapsed.
4 Contract updates & Changes

Any changes made to contract templates; workflows; or management of connected spreadsheets or APIs.

 Level 1 Response:

Acknowledgment of receipt of the Support Request within same or next Business Day.

Level 2 Response:

Zegal shall make Commercially Reasonable Efforts to provide a permanent Fault correction within ten Business Days after the Level 1 Response time has elapsed.
5.2

The parties may, on a case-by-case basis, agree in writing to a reasonable extension of the Service Level response times.

5.3

Zegal shall give the Customer regular updates of the nature and status of its efforts to correct any Fault and weekly reports as to achievement of Service Levels and Service Credits to which the Customer has become entitled.

6.      Remedies

6.1

If a Solution is not provided within the relevant Service Level response time, the Customer may escalate the Support Request to an individual of appropriate qualification or experience on the Contact List to receive Higher-Level Support.

7.      Communications

7.1

In addition to the mechanisms for giving notice specified in this SLA or the Terms of Service the parties may at all times communicate in respect of any matter by e-mail (unless specified otherwise).