SLA

This Service Level Agreement (“SLA“) is entered into by and between you (“you”) and Utila (“Company”) (each may also be referred to as a “Party” and collectively the “Parties“), in connection with the Software as a Service Agreement, entered into by and between the Parties, and constitutes an integral part thereof.

1. Definitions

For the purposes of this Service Level Agreement, the following terms will be used:

Term	Definition
Services Agreement	The Master Services Agreement entered into between Customer and Company.
Error	A reproducible failure of the Services to perform a function in accordance with the applicable technical specifications.
High Priority Error	Customer experiences a loss of key Service features rendering some operational functionality unavailable.
Medium Priority Error	Customer is experiencing a limited loss of functionality within the Service with no operation impact.
Low Priority Error	Any Error that is not a High Priority Error or a Medium Priority Error.
Normal Business Hours	09:00 to 17:00 GMT, Sunday to Thursday (excluding public holidays).

2. Errors

1. Error Reporting. Customer shall report all Errors to the dedicated support channel.  Customer shall provide Company with sufficient details to enable Company to accurately diagnose and reproduce such Error such as error logs, screenshots, browser and OS version, etc. 
2. Error Classification. Company shall classify the Error as a High, Medium, or Low Priority Error. Company undertakes to provide an initial response to Errors as follows: (i) within two business hours to High Priority Errors, (ii) within one business day for Medium Priority Errors, and (iii) within two business days for Low Priority Errors.
3. Error Correction. Company will use reasonable efforts to confirm the existence of an Error and to correct the Error, by providing a fix, patch, workaround, or any other reasonable solution. While Company shall endeavor to correct all Errors, Customer acknowledges that not all Errors will be corrected or that a fix, patch, workaround, or any other offered solution will be found. 
4. Measurement. Response times are measured by Company from the time the Error is received by Company with sufficient details about the Error via the contact details herein. 

3. Service Availability

1. Uptime. The Company will use commercially reasonable efforts to maintain the Service available 99.5% of the time, calculated on a quarterly basis.
2. Calculation. The uptime means that a user will be able to log in to the Platform portal and use its functionalities during the defined reference period, excluding planned downtime not to exceed 6 hours in any calendar month (of which Company shall give at least 8 hours’ notice (including via the Platform portal) and which Company shall schedule to the extent reasonably practicable during the weekend hours. 

4. Exclusions. The services set forth herein shall not include, and Company shall not be responsible or liable to correct, any Error or downtime caused by: (i) Customer’s failure to use the Platform and Services or any part thereof in accordance with instructions included in the documentation provided with the Platform; (ii) negligence, misuse, abuse or mishandling of the Platform or Services by Customer or any third party; (iii) inappropriate environmental conditions (such as network problems, power and air-conditioning failures) or failure of Customer to maintain the configuration environment set out in the Services’ specifications or any technical issue unrelated to the Platform; (iv) failure of devices not provided by Company; (v) actual or attempted modification, alteration or addition to the Platform other than by Company; or (vi) any issue in the integration or communication of Customer properties with the Platform or Services.

5. Force Majeure. Company shall not be liable for any failure to perform its obligations hereunder when such failure is due to events beyond its reasonable control, such as, without limitation, flood, earthquake, fire, acts of God, military insurrection, civil riot, or labor strikes.

6. Exclusive Remedy. Company’s sole liability for breach of its obligations hereunder shall be, in the Company’s reasonable discretion, to (a) remedy such breach within 15 days of Customer’s written demand, or (b) provide Customer with a pro-rata refund of any pre-paid fees by Customer.  If Company breaches its undertakings hereunder, Customer may terminate the Services Agreement on written notice to Company and receive a pro-rata refund of any pre-paid fees.