The purpose of this service level agreement (“SLA”) is to define the service level metrics that Keelvar will deliver while providing the SaaS services (“SaaS Services”). This SLA is incorporated into and forms part of the master agreement between Customer and Keelvar. Keelvar may update this SLA from time to time by posting an updated version of this SLA at www.keelvar.com/legal/service-level-agreement provided that Keelvar does not materially degrade the services or service levels available to Customer under this SLA. Such updates will be effective thirty (30) days after being posted.
Please note that terms used in the Agreement to which this SLA is annexed shall, unless specifically defined here in or unless the context requires otherwise, have the same meaning in this SLA.
“AS” means agreed Hours of Software (365 days per annum)
“Permitted Downtime” or “PD” means planned service and maintenance about which Customer has been informed in advance, or other downtime at the request of Customer or with Customer's approval. For the purpose of this SLA, the DP is (seven days per year maximum; maximum of 6 consecutive hours, after which outage is considered DT).
“Downtime” or “DT” means period with the SaaS Service is not accessible and excludes Permitted Maintenance and SLA Exclusions.
“Service Levels” means the availability standards described in this SLA that Keelvar agrees to maintain in providing the SaaS Services.
Keelvar will monitor the SaaS Services 24x7, 365 days per year.
Keelvar will perform software and platform updates as part of Customer’s subscription (“Maintenance”). Maintenance includes all regularly scheduled error corrections, software and platform updates, and improvements to features, where Keelvar may, at its discretion, upgrade versions, install error corrections and apply patches to the hosted systems. Keelvar shall use all reasonable endeavours to avoid downtime due to Maintenance. In cases where Maintenance will require downtime, Keelvar will plan this outside of Business Hours and communicate this to Customer in advance and in any case no later than 48 hours before the Maintenance commences.
Business Days are calculated as any day other than a Saturday or Sunday.
Business Hours are calculated as 8am to 10pm GMT/UTC
Emergency Maintenance: Should emergency Maintenance be required (e.g. in the case of a necessary security patch), Keelvar will make every effort to keep the inconvenience to a minimum, including by providing as much notice as is practicable under the circumstances, and to the extent practicable, minimising downtime or degradation of services during Business Hours.
Availability means availability of SaaS Service means that the SaaS Service is available at the Measuring Point (defined below). Availability is calculated using the following formula:
Availability (%) = ((AS – PD - DT)x 100) / (AS – PD)
Agreed Hours of Service – Permitted Downtime –
DowntimeAgreed Hours of Service – Permitted Downtime
X 100
The period of downtime within the agreed Availability has not been met with a deduction for the time of Permitted Downtime. Downtime is calculated from the moment in time the failure in Availability is reported to Help Desk of Keelvar by our automated uptime tracking tools or any customer until the Service becomes available. Keelvar utilizes a third party to assess our uptime at https://status.keelvar.com. Keelvar will report an official uptime when requested by Customer to account for potential errors in third party monitoring and reporting that do not relate to SaaS Service uptime.
Measurement: Keelvar has responsibility for implementing tools capable of measuring the agreed service levels. The Measuring Point for service level availability is the Connection Point which is the web address for Keelvar’s SaaS service, app.keelvar.com (“Measuring Point”). Downtime is measured by Keelvar within automated tools. The report shall include a relevant description of the fault and length of the Downtime.
If Keelvar does not meet an Availability commitment, the Customer has the right to claim a Service Credit. In request a Service Credit, Customer must submit the claim by emailing Keelvar at the email address below and referencing the applicable invoice number the Service Credit is claimed against. Claims must be submitted within ten (10) days following the end of the relevant monthly period. If Keelvar does not receive the claim within this timeframe, the Customer will be deemed to have waived its right to the Service Credit.
Email: [email protected]
Keelvar will review all information reasonably available to it and make a good faith determination of whether any Service Credit is owed To be eligible for a Service Credit, the Customer must be in full compliance with the Agreement and must be current on all payment obligations at the time the Service Credit event occurred. If Keelvar determines that a Service Credit is due, it will apply the credit against the Customer’s next invoice following the monthly period in which the Service Credit was earned. Service Credits are Customer’s sole and exclusive remedy for any availability issues with the SaaS Services and does not entitle Customer to any refund or other payment from Keelvar. Customer may not unilaterally withhold or offset its fees for any such issues.
“Service Credit” means the percentage of the applicable monthly fees that may be credited to Customer if Keelvar fails to meet the Service Levels.
Above or equal to 99.50%
None
<99.50% but above or equal to 98%
10% of 1/12th of the annual subscription fee for the Services
<98%
25% of 1/12th of the annual subscription fee for the Services
If Availability is greater than 98% but less than 99.50% during any contract month, Keelvar shall reimburse Customer an amount equal to 10% of. 1/12th of the annual subscription fee for the Services following Keelvar’s approval of the claim as set forth above.
Functionalities available in order to support autonomous sourcing, rate management, eAuctions, eBiddings, eRFX, Competition Design, Scenario Analysis, Reporting, Data Manipulation and processing, Business Constraint Design and Entry, Evaluation Engine.
The VP of Customer Success should be contacted in the event of dissatisfaction with Customer care levels. A remedial plan will be communicated to Customer within 7 days and enacted as a priority. The timescale for remedy will be agreed with Customer within two working days. If agreement cannot be reached then the CEO of the Keelvar shall strive to reach agreement directly with Customer on a resolution plan or otherwise utilise the services of an independent intermediary.
Contacts for Escalation: VP CustomerSuccess: [email protected]
Keelvar is responsible for providing adequate server infrastructure so it provides responsive performance. Keelvar assumes all responsibility for the computing environment supporting the hosted applications. Customer is responsible for providing adequate internal network infrastructure so as to not affect Keelvar’s ability to meet good performance. Customer is responsible for the support, maintenance, and monitoring of Customer dedicated LAN and or WAN. Keelvar bears no responsibility for performance and availability problems on networks within Customer control.
Keelvar will implement and update on a periodic basis its disaster recovery policies, standards, and procedures, and will maintain strict compliance with its disaster recovery policies, standards, and procedures. Keelvar will report disasters (or potential disasters) to Customer contacts promptly upon identification. Keelvar will schedule and test the components of its disaster recovery plans at least once a year.
Keelvar will provide the following recovery services:
(i) Hosting Infrastructure and environment recovery processes.
(ii) Application recovery processes to reinstate the application to the last known state before failure.
In the event that any feature of the SaaS Services is scheduled for deprecation, Keelvar will provide the Customer with at least 90 days' prior written notice, during which time the feature will continue to be maintained and supported in accordance with this SLA.
1. Downtime and disaster recovery affecting non-production environments including development, testing, staging, or sandbox environments;
2. Downtime caused by a Virus or other attack on security, despite Keelvar having taken professional security measures,
3. Downtime for any trial, preview, beta or POC services;
4. Downtime caused by planned Maintenance, to the extent that planned Maintenance occurs outside Business Hours, and is communicated at least 48 hours in advance;
5. Downtime caused by emergency Maintenance slots, as long as Downtime for emergency Maintenance does not exceed 6 hours per month;
6. Downtime caused by Customer’s negligence; and
7. Downtime caused by faults in Customers environments or third party services or services (including network services) not under Keelvar’s control.
8. Force Majeure, in which case Keelvar will make commercially reasonable efforts to limit any inconvenience for Customer, but will be temporarily relieved from providing Service Credits as long as Keelvar (a) notifies Customer within 2 hours of the occurrence of a Force Majeure event (or if impracticable under the circumstances, as soon as reasonably practicable), and (b) updates Customer every 24 hours during the course of the Force Majeure event of the anticipated duration of the outage (or if impracticable under the circumstances, as often as reasonably practicable).
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