1. Service Level
Subject to the terms and conditions of the Master Service Agreement (MSA), Lumiplan will use commercially reasonable efforts to make the Service Software Available (defined below) at least 99.9% of the time as measured over the course of each calendar month during the Term (each such calendar month, a “Service Period”), excluding unavailability as a result of any of the Exceptions described below (the “Availability Requirement”).
“Available” means the Service Software is available for access and use by Customer and its Authorized Users over the Internet and operating in material accordance with the Specification(s) (defined in Approved Proposal, Order Form or SOW).
For purposes of calculating the Availability Requirement, the following are “Exceptions” to the Availability Requirement, and neither the Service Software will be considered un-Available nor any Service Level Failure (defined below) shall be deemed to have occurred in connection with any failure to meet the Availability Requirement or impaired ability of Customer or its Authorized Users to access or use the Service Software that is due, in whole or in part, to any:
- Act or omission by Customer or any Authorized User/access to or use of the Service Software by Customer or any Authorized User, or using Customer’s or an Authorized User’s Access Credentials, that does not strictly comply with this Agreement and the Specifications;
- Customer’s failure to meet its obligations in Article 2 (Customer Obligations) in the Agreement;
- Customer’s or its Authorized User’s lack of Internet connectivity;
- Occurrence and continuance of a Force Majeure Event;
- Failure, interruption, outage or other problem with any software, hardware, system, network, facility or other matter not supplied by Lumiplan pursuant to this Agreement;
- Scheduled Downtime (defined below); or
- Disabling, suspension or termination of the Services pursuant to Section 1.6 of the Agreement.
“Service Level Failure” means a material failure of the Service Software to meet the Availability Requirement.
2. Service Level Failures and Remedies
- Credits. In the event of a Service Level Failure during a given Service Period, Lumiplan shall issue a credit (a “Service Credit”) to Customer. Service Credit will only be due for the specific Service Software that experienced a Service Level Failure. Service Credits are calculated as such:
Formula: (Annual Subscription Fee / 12) x Service Credit % = Service Credit
Service Credit percentages are defined as below:
|Availability in such Service Period||Service Credit|
|97.50% – 99.89%||2.0%|
|95.50% – 97.49%||4.0%|
|93.50% – 95.49%||6.0%|
|91.50% – 93.49%||8.0%|
|89.50% – 91.49%||10.0%|
|Less than 89.50%||15.0%|
- Reporting Service Level Failures. Notwithstanding anything in this Service Level Agreement or the Master Service Agreement to the contrary, Lumiplan has no obligation to issue a Service Credit in connection with a Service Level Failure unless (a) Lumiplan identify the Service Level Failure and is required to report it to the Customer or (b) Customer report the Service Level Failure to Lumiplan promptly after becoming aware of it, and Customer requests an applicable Service Credit by written notice to Lumiplan within 30 days of the Service Level Failure; and
- Payment; Remedies. Any undisputed Service Credit payable to Customer under this Agreement will be issued to Customer in the calendar month following the Service Period in which the Service Level Failure occurred; provided, if such Fees for the Service Period were pre-paid, Lumiplan shall issue a refund to Customer within 30 days of the final resolution of any claim made by Customer with respect to a Service Credit. This Section 2(c) of this Service Level Agreement sets forth Lumiplan’s sole obligation and liability and Customer’s sole remedy for any Service Level Failure.
3. Scheduled Downtime
Lumiplan will use commercially reasonable efforts to:
- schedule downtime for routine maintenance of the Service Software between the hours of 12:00 am and 3:00 am Pacific Time; and
- give Customer at least 24 hours prior notice of all scheduled outages of the Service Software (“Scheduled Downtime”).
4. Service Support
The Services include the following support services (“Support Services”).
- Helpdesk. Lumiplan’s support team can be reached between 7:00 am and 4:00 pm Pacific Time Monday through Friday (“Business Hours”) with the exception of U.S. holidays. Client shall report errors and defects in the Subscription Services to the Helpdesk by submitting a ticket at https://support.lumiplan-north-america.com
- Response/Resolution Levels. Lumiplan shall provide Support Services in accordance with the timescales and priorities out in the tables below. Response and resolution times are measured from the time Customer reports the error or defect to Lumiplan by submitting a ticket at https://support.lumiplan-north-america.com with the appropriate priority level.
|Priority||Response Time||Resolution Time|
|Critical||2 hours if reported during Business Hours; otherwise by 10 am Pacific Time on the next business day.||48 hours|
|High||6 hours if reported during Business Hours; otherwise by 2 pm Pacific Time on the next business day.||96 hours|
|Medium||24 hours||7 days|
|Low||48 hours||30 days|
|Critical||Service Software has stopped responding or is so severely impacted that work cannot continue. The error has one or more of the following characteristics: (a) Service Software completely down and inaccessible; (b) Data corrupted;- A critical documented function is not available;- Service Software hangs indefinitely, causing unacceptable or indefinite delays for resources or response; and- Service Software crashes, and crashes repeatedly after restart attempts.|
|High||Partial loss of service. Important functions are unavailable with no workaround; however, operation of the Service Software by an Authorized User can continue on a restricted basis.|
|Medium||Minor loss of service. The impact is an inconvenience, which may require a workaround to restore functionality. Operation of the Service Software by an Authorized User is not adversely affected.|
|Low||A minor issue causing an inconvenience. There is no loss of service. The impact does not impede the operation of the Service Software.|