Service Level Agreement

Service Availability

Cerego will make the Platform available 99.9% of the time.  The Platform Availability will be calculated using the following formula: 

Actual Availability is the total number of minutes during the month that the Platform was available to Customer and Customer’s customers.

Potential Availability is the total number of minutes during the month.

Permitted Downtime includes planned service disruptions as described below and any disruptions in the availability of the Platform caused by elements outside of Cerego’s reasonable control (including, without limitation, the failure of any third party hosting providers, Customer’s own website, the Internet in general, or any emergency or force majeure event).

Planned Service Disruptions

Cerego will work to minimize the frequency and duration of any planned service disruptions or delays within reason, and when possible will schedule any disruptions at times which minimize impact on the Platform.  Cerego will notify Customer at least 72 hours in advance of a planned service disruption. Planned service disruptions shall not exceed 8 hours per month.

Support Access

Customer may contact the Cerego support team during the Incident Reporting Hours set forth in the chart below to report any Incident*.  An “Incident” is a problem that exists within the Platform. Incidents are categorized according to the Incident Levels below.

Incident Levels

• Tier 1: total service disruption for all users and the complete product / total inability to use the Platform.
• Tier 2: when an important function of the Platform is unavailable, resulting in operations being severely restricted but which can be worked around in some fashion.
• Tier 3: when a feature or function is not operable so the Platform cannot work as designed, but use of the Platform is not otherwise interrupted.
• Tier 4: minor defect not significant to end user operations and may actually be a new feature request.

When reporting an Incident to Cerego, Customer may initially assign an Incident Level but Cerego will have ultimate and final authority in determining the Incident Level.  

*Support contacts are as follows:

support@cerego.com 

Customer shall report Tier 1 Incidents to Cerego by email or phone to their main contact at Cerego.  Customer shall report Tier 2, 3 and 4 Incidents to Cerego by email.  In reporting an Incident to Cerego, Customer shall provide Cerego with details of the Incident, including start time and effect on end users, as well as any other information that would reasonably assist Cerego in resolving the Incident.

Response Times and Target Resolution Times Service Levels

Cerego shall initially respond to Customer to acknowledge the reporting of an Incident within the time frames set forth below and shall use reasonable commercial efforts to resolve Incidents within the Target Resolution Time set forth below.

Incident Management

Cerego shall use commercially reasonable efforts to provide status updates to Customer regarding the resolution of an Incident. Cerego will maintain an escalation process to aid in Incident resolution should any outstanding Incidents warrant.

Improvement Plan

If Cerego fails to meet or exceed any of the Service Levels described herein, Cerego shall:

• Notify Customer, as soon as reasonably practicable, of the failure and the likely cause;
• Provide Customer with an improvement plan as soon as reasonably practicable, setting out the action that Cerego shall take to remedy the failure and the expected date by which the Service Level shall be met; and
• work to carry out the improvement plan in accordance with its terms.

Service Level Credits

If Cerego does not meet the Service Availability set forth above, Customer will be entitled, upon written request, to a Service Level Credit to be calculated as follows:

• If Service Availability is at least 99.9% of the month’s minutes, no Service Level Credit is awarded.
• If Service Availability is 99.50% to 99.89% (inclusive) of the month’s minutes, Customer will be eligible for a credit of 5% of the fee to be paid to Cerego attributable for the month in which the outage occurred.
• If Service Availability is 99.25% to 99.49% (inclusive) of the month’s minutes, Customer will be eligible for a credit of 7.5% of the fee to be paid to Cerego attributable for the month in which the outage occurred.
• If Service Availability is less than 99.25% of the month’s minutes, Customer will be eligible for a credit of 10.0% of the fee to be paid to Cerego attributable for the month in which the outage occurred.

Service Level Credits shall be Customer’s sole and exclusive remedy in the event of any failure to meet the Service Availability.  Service Level Credits will be applied to the next invoice following Customer’s request and Cerego confirmation that credits are applicable.  If there are three (3) or more failures to meet the Service Availability in a given calendar quarter, then Customer may terminate this Agreement upon written notice to Cerego within thirty (30) days of the end of the applicable quarter.