Platform Service Level Agreement (SLA)

I. Service Level. Subject to the terms and conditions of your Partner DPL with YuzeData, YuzeData will use commercially reasonable efforts to (1) provide Managed Services as set forth in Section II below and (2) make the Platform Available as set forth in Section III below.  If the Platform is not Available, then YuzeData shall issue Customer Service Credits as set forth in Section III below.

II. Managed Services. YuzeData shall provide Standard or Premium Managed Services to Customer under the terms of the Partner DPL, at the tier (Standard or Premium) selected by Customer in the Order Form.   

A. Specifications. Each Managed Services tier (Standard or Premium) encompasses specific activities and responsibilities as specified in the table below.  In all cases where YuzeData does not have lead responsibility, Customer shall have lead responsibility and YuzeData will provide reasonable assistance to Customer.

“Level 1” issue means basic support for common issues. This includes initial assessment and troubleshooting for integration related issues, such as determining if it is related to the Customer Solution or Customer operating systems and environment or the End User systems and applications in the first instance.

“Level 2” issue means intermediate support for more complex issues. Typically requires deeper technical knowledge and access to YuzeData system configurations. Examples include software bugs, performance issues, integration run failures, advanced troubleshooting and any other issue in the Platform where key functionality has been impacted.

“Level 3” issue means advanced support for critical and highly complex issues. Typically involves senior technical staff or developers. Examples include system outages, data corruption, security breaches, major software downtime events and any other issue in the Platform where there is a major service disruption.

B. Responsibilities for Managed Services.

1. Classification of Issues. Customer is responsible for classifying issues as Level 1, Level 2 or Level 3 and documenting the issues and classification in its systems.
2. Customer Handling of Issues. Customer is responsible for handling all Level 1 issues.  Where Customer has selected Standard Managed Services, Level 2 issues are also the responsibility of Customer.

3. Reporting of Issues. For all Level 3 issues, and for Level 2 issues where Customer has selected Premium Managed Services, Customer shall notify YuzeData in writing of the issue and classification, using the YuzeData HelpDesk at  https://support.yuzedata.com. 

4. YuzeData Handling of Issues. For issues reported to YuzeData under Section B.3 above for which YuzeData has lead responsibility, YuzeData shall use commercially to provide support services in accordance the timescales and priorities set out in the table below, based on the Support Services Tier (Bronze, Silver or Gold) subscribed by the End User in the Order Form.  Response and resolution times are measured from the time Customer properly reports the issue to YuzeData, and apply during business hours in the relevant region based on the domicile of the End User facing the issue, as detailed below the table.

Response times apply during business hours in the following locations:

• US business hours (Monday to Friday, 9am – 5pm CST)
• EU business hours (Monday to Friday, 9am – 5pm CET)
• ANZ business hours (Monday to Friday, 9am – 5pm AEDT)
• All other regions based on EU business hours

C. Consulting Services. Customer may request additional Expert Services consulting outside the scope of the Managed Services levels specified in this SLA.  YuzeData provides such services on a time and materials basis.  Customer may request such services using a YuzeData Variation Order Request (VOR) form and YuzeData shall provide such services on terms and conditions as mutually agreed.

III. Platform Availability & Credits for Service Level Failures.

A. Availability. “Available” means the Platform is available for access and use by Customer and the End User over the Internet and operating in material accordance with the Specification(s) (defined in the Order Form for the End User) at least 99.6% of the time measured over the course of each calendar month during the term of the license to the End User under an Order Form (each such calendar month a “Service Period”), but  excluding any unavailability due, in whole or in part, to of any of the following (each an “Exception”):

1. 1. Act or omission by Customer or any End User;

1. 2. Customer or End User access to or use of the Platform, or Customer or End User use of Access Credentials, that does not strictly comply with the Partner DPL and the Specifications;

1. 3. Customer or End User lack of internet connectivity;

1. 4. Occurrence and continuance of a force majeure event;

1. 5. Failure, interruption, outage or other problem with any (i) software, hardware, system network, facility, or other matter not supplied by YuzeData pursuant to the Partner DPLA or (ii) Third Party System;

“Third Party System” means any external software, platform, service, or system that is not owned, operated, or controlled by YuzeData, but which is connected to or integrated with the YuzeData’s Platform for the purpose of Integration. This includes, without limitation, enterprise resource planning (ERP) systems, customer relationship management (CRM) platforms, and other business applications, including Customer’s own software applications.

1. 6. Failure, interruption, outage or other problem with Microsoft Azure public cloud outside of the reasonable control of YuzeData;
   7. Temporary disabling, suspension or termination of access to or use of the Platform for implementation and/or deployment of changes for the improvement of any aspect of the Platform, cost efficiency or performance, or to comply with applicable law; or
   8. Scheduled Downtime. “Scheduled Downtime” means downtime for routine maintenance of the Platform.  YuzeData will use commercially reasonable efforts to provide Customer at least 24 hours advance notice of Scheduled Downtime

B. Service Level Failures and Remedies.

1. Service Level Failure. “Service Level Failure” means a material failure of the Platform to be Available.

2. Credits. In the event of a Service Level Failure during a given Service Period, YuzeData shall issue a credit (a “Service Credit”) to Customer as follows:

3. Reporting Service Level Failures. Notwithstanding anything in this SLA or the Partner DPL to the contrary, YuzeData has no obligation to issue a Service Credit in connection with a Service Failure unless Customer (i) reports the Service Failure to YuzeData in writing using the YuzeData Helpdesk (https://support.yuzedata.com) promptly after becoming aware of it, and (ii) requests an applicable Service Credit by written notice to YuzeData within 30 days of the Service Level Failure.

4. Payment Remedies. Any undisputed Service Credit payable to Customer under this Agreement will be issued to Customer as a credit to the billing account in the calendar month following the Service Period in which the Service Level Failure occurred; provided, if such Fees from the affected Order Forms for the Service Period were pre-paid, YuzeData shall issue a refund to Customer as a credit to the billing account within 30 days of the final resolution of any claim made by Customer with respect to a Service Credit. This Section III of the SLA sets forth YuzeData’s sole obligation and liability and Customer’ sole remedy for any Service Level Failure.