Business Plan Subscriber AM&SS Terms
Availability, Maintenance & Support Services Terms
The definitions and interpretations used in this Schedule 2 shall be as referred to in the Terms and Conditions to which this Schedule 2 relates or as otherwise set out here as follows:
Agreement: refers to the Order Form and Terms and Conditions (to which this Schedule 2 relates) including this Schedule 2.
Availability Target: refers to the service level guarantee as set out herein at Part 1.
Business Hours: Monday-Friday 09:00 to 21:00 in the UK excluding bank holidays.
Company: HiddenApp Ltd
Customer: refers to the Customer named in the relevant Order Form.
Fault: any failure of the HiddenApp Ltd Services to operate in all material respects in accordance with the specification and Documentation provided, including any failure or error referred to in the Priority, Response & Resolution Table at clause 4.1.
Fees: the fees payable in respect of the HiddenApp Ltd Services as set out in the relevant Order Form to which this Schedule 2 relates.
Maintenance Services: means the general maintenance of the HiddenApp Ltd Services, and the application of Updates and Upgrades.
Order Form: refers to the order form of the Agreement to which this Schedule 2 relates.
Out-of-Scope Cause: refers to those causes listed at clause 2.6, Part 1.
Priority, Response & Resolution Table: as set out at clause 4.1.
Service Credits: refers to a credit provided to the Customer in respect of an under performance of the HiddenApp Ltd Services as provided for in the Schedule 2.
HiddenApp Ltd Services: the subscription based software as a service provided by The Company pursuant to the Agreement.
Support Hours: refers to the hours during which the SUMSSs are available.
Support Services: means support in relation to the use of, and the identification and resolution of errors in, the HiddenApp Ltd Services.
Terms and Conditions: refers to the main terms of the Agreement to which this Schedule 2 relates.
Update: means a hotfix, patch or minor version update to any software pertaining to the HiddenApp Ltd Services.
Upgrade: means a major version upgrade of any software pertaining to the HiddenApp Ltd Services.
Part 1: Availability
1 Availability for the HiddenApp Ltd Services
1.1 This clause sets out The Company's availability to Customer relating to the HiddenApp Ltd Services. References to ‘ Availability’ means the percentage (%) of time during the Support Hours when the HiddenApp Ltd Services are available at the gateway between public internet and the network of the hosting service provider for the HiddenApp Ltd Services.
1.2 The Company shall use reasonable endeavours to ensure that the Availability is at least 99.9% during each calendar month as measured by The Company.
1.3 Support Hours: The Company’s support team are available as follows as per the classified priority of the Fault:
|Priority 1 (Critical)
|09:00 to 21:00 hours (GMT), Monday to Friday, excluding U.K. Public and Bank holidays
|Priority 2 (Urgent)
|Priority 3 (Moderate)
|Priority 4 (Minor)
2 Service Credits
2.1 In respect of each calendar month during which the actual HiddenApp Ltd Services Availability is less than the Availability Target, subject to the Customer notifying The Company in writing within seven (7) days of the end of each month, Customer shall earn Service Credits as follows:
|Availability Service Level
|Between 99.9 -100%
|Support Services met
|Between 95% - 99.9%
|Five (5) day extension of the Term of the HiddenApp Ltd Services at no cost to Customer
|Ten (10) day extension to the Term of the HiddenApp Ltd Services at no cost to Customer
2.2 Service Credits shall be the sole remedy of Customer in respect of the failure of The Company to meet the Availability Target.
2.3 Upon the termination of the Agreement, the Customer's entitlement to Service Credits shall immediately cease, save that Service Credits earned by Customer which have not been exhausted may be offset against any amounts invoiced by The Company in respect of the HiddenApp Ltd Services following such termination.
2.4 The maximum Service Credit allowable in a given month is limited to an amount equal to 20% of the total Fees owed by the Customer for that month.
2.5 The Customer acknowledges and agrees that the terms of this Schedule relating to Service Credits constitutes a genuine pre-estimate of the loss or damage that the Customer would suffer as a result of The Company’s failure to achieve the Availability Target and are not intended to operate as a penalty for The Company’s non-performance.
2.6 In calculating whether The Company has met the Availability Target, the following shall not be considered:
a. any breach by Customer of the Agreement;
b. a Force Majeure;
c. the improper use of the HiddenApp Ltd Services by Customer; or
d. any alteration to the HiddenApp Ltd Services made without the prior consent of The Company;
e. any bugs or defects in any third party software that interacts with the Customer Data once it leaves The Company’s data centre;
f. any denial of service attacks, network flooding and hacking;
g. interconnection of the HiddenApp Ltd Services with other software products not supplied by The Company;
h. any DNS issues not within the control of The Company;
i. a fault or failure of the internet or any public telecommunications network;
j. a fault or failure of Customer’s computer equipment or networks; or
k. scheduled (or non-scheduled emergency) maintenance.
Part 2: Maintenance Services for the HiddenApp Ltd Services
3.1 This clause sets out the service levels applicable to the maintenance of the HiddenApp Ltd Services. The Company shall where practicable give to Customer prior written notice of scheduled (or emergency) maintenance that is likely to affect the availability of the HiddenApp Ltd Services or which is likely to have a material negative impact upon the HiddenApp Ltd Services, without prejudice to The Company's other notice obligations hereunder.
3.2 The Company shall provide all scheduled maintenance outside Business Hours. Emergency maintenance may not generate advance notice.
4 Updates & Upgrades
4.1 The Company shall give to Customer written notice of the application of any security Update to the HiddenApp Ltd Services and prior written notice of the application of any non-security Update to the HiddenApp Ltd Services.
4.2 The Company shall apply Updates to the HiddenApp Ltd Services as deemed appropriate and necessary by The Company. Such Updates can be applied to the HiddenApp Ltd Services promptly and at will or in accordance with any timetable notified by The Company to Customer or agreed by the Parties from time to time.
4.3 The Company shall give to Customer prior written notice of the application of an Upgrade to the HiddenApp Ltd Services where such Upgrade shall be deemed to affect the core functionality of the HiddenApp Ltd Services.
Part 3: Support for the Service
5 Support Helpdesk
5.1 The SUMSSs shall be provided remotely, save to the extent that the Parties agree otherwise in writing. The Company shall make available to Customer a helpdesk in accordance with the Priority, Response & Resolution Table and Customer shall ensure that all requests for maintenance and support that it may make from time to time shall be made through the helpdesk.
5.2 The Company shall ensure that the helpdesk is accessible by email, live chat and self-service knowledge base using The Company's web-based on-line support portal as defined. On-site support may be provided as agreed with The Company as per our professional services rate card that will be provided on request (plus reasonable travel costs) per person per day.
5.3 The Company shall ensure that the helpdesk is operational and adequately staffed during the Support Hours during the Term.
6 Priority, Response & Resolution
6.1 Customer shall initially determine, acting reasonably, into which Priority category, a Fault falls but The Company shall solely and ultimately determine this. The Company shall use all reasonable endeavours to respond to requests promptly and to resolve requests promptly. The following Priority, Response & Resolution Table shall apply:
|Priority 1 (Critical)
|The HiddenApp Ltd Services are inoperable or a core function of the HiddenApp Ltd Services are unavailable
|1 Hour (Mon-Fri during business hours and to Account Manager)
|Priority 2 (Urgent)
|a core function of the HiddenApp Ltd Services is significantly impaired
|4 Hour (Mon-Fri during business hours and to Account Manager
|Priority 3 (Moderate)
|a core function of the HiddenApp Ltd Services are impaired, where the impairment does not constitute an Urgent Fault; or a non-core function of the HiddenApp Ltd Services is significantly impaired
|Priority 4 (Minor)
|any impairment of the HiddenApp Ltd Services not falling into the above categories; and any cosmetic Fault affecting the HiddenApp Ltd Services
6.2 The Company shall ensure that its response to a request for maintenance and support shall include the following information (to the extent such information is relevant to the request):
a. an acknowledgement of receipt of the request;
b. where practicable, an initial diagnosis in relation to any reported Fault; and,
c. an anticipated timetable for action in relation to the request.
6.3 A resolution shall constitute either of the following outcomes:
a. correction of a Fault; or,
b. a workaround in relation to a Fault (including a reversal of any changes to the HiddenApp Ltd Services if deemed appropriate by The Company) that is reasonably acceptable to the Customer.
6.4 If the total hours spent by the personnel of The Company performing the maintenance and support during any calendar month exceed ten (10) then:
a. The Company will cease to have an obligation to provide maintenance and support to Customer during the remainder of that period; and,
b. The Company may agree to provide maintenance and support to Customer during the remainder of that period, but the provision of that maintenance and support will be subject to additional fees as per our professional services rate card that will be provided on request.
6.5 The Company shall have no obligation to provide maintenance and support in respect of any Fault caused by an Out-of-Scope Cause.