Service Level Agreement

1. Notifications

“Notification” means notification by either party of a Defect by telephone or email to the contact for each party nominated in the SLA.  For the avoidance of doubt, a notification by Client is not considered received by Service Provider until Client sends sufficient information describing the Defect and Service Provider has verified receipt of the notification.

Service Provider Technical Teams will be available to resolve defects raised during production and testing phases and the term of this Agreement in accordance with the following structure;

Level One

• Any defect that causes only a minor impact on the end-user and which is not a Level Two or Level Three defect 
• For a Level One defect, Service Provider will respond within one (1) working day of a Notification  
• Level One defects will be fixed at the next available system upgrade or update opportunity 

Level Two

• Data Products stop sending actions; defect that substantially degrades the operation, function or performance of the Service Provider Solution 
• For a Level Two defect, Service Provider will respond within one (1) hour of a Notification during working hours and within four (4) hours during non-working hours, subject to a target limit of no more than twelve (12) hours 
• Upon Notification or Service Provider identification of cessation of model actions, Service Provider will attempt a model restart within six (6) hours
• If the issue is not resolved within six (6) hours of receipt by Service Provider of a Notification, Service Provider will provide Client with: a summary of their understanding of the cause; a summary of the further resolution actions that they will attempt; estimated time to resolution; updates every four (4) hours, between 8am and 6pm
• Upon detection of a Level Two defect the Service Provider shall notify Client’s corresponding technical team within one (1) hour

Level Three

• Data Products malfunction or inoperative 
• For a Level Three defect, Service Provider will respond within one (1) hour of a Notification during working hours and within four (4) hours during non-working hours, subject to a target limit of no more than twelve (12) hours 
• Upon Notification or Service Provider identification of a model malfunction the model will be shut down as soon as practically possible and within thirty (30) minutes target time. Problem will be investigated, and regular updates provided to Client.
• If the issue is not resolved by the abovementioned action, Service Provider will provide Client with: a summary of their understanding of the cause; a summary of the further resolution actions that they will attempt; estimated time to resolution; updates every four (4) hours, between 8am and 6pm

Upon detection of a Level Three defect the Service Provider shall notify Client’s corresponding technical team within one (1) hour

2. Updates and Maintenance

“Emergency Maintenance” means any maintenance work (not being Planned Maintenance) which Service Provider reasonably determines is urgently required, and which could not be carried out as Planned Maintenance. 

“Planned Maintenance” means routine upgrades, repairs, maintenance, replacements, regulatory inspections or other work on any systems, hardware or software used in connection with the provision and operation of the Service Provider Solution which Service Provider reasonably deems to be necessary; and which activity necessitates such Service Provider Solution to be unavailable for use or suffer a degradation of its usability, utility or functionality, provided that Service Provider has given prior notice of such activity to Client in accordance with the terms of this Schedule. 

• Service Provider should take all necessary actions to ensure that any Planned Maintenance is, where possible, agreed with Client in advance and scheduled to ensure the minimum disruption to Client (e.g. no error messages, file transfer scheduled 'pause', no API crashes)
• Service Provider shall communicate through email at least twenty-four (24) hours in advance of any Planned Maintenance  
• In the event that Emergency Maintenance is necessary, Service Provider will use its best efforts to communicate prior notice to Client. 
• Service Provider shall use commercially reasonable efforts to limit Planned Maintenance that will affect the availability of the Data Products to End Users. 
• Service Provider will require three (3) months’ notice to any change to the requested data schema/format for the model outputs 

3. Exclusions

Service Provider will hold no responsibility for: 

• any decreased availability or scheduled downtime due to reasonable Planned and/or Emergency Maintenance; 
• a failure of third party equipment, hardware and/or software not provided by Service Provider;  
• a failure in local access facilities connecting Client to the network;  
• any failure or fault in Client’s systems; 
• any act or omission of Aggregator, Client or any of Client’s third parties (including but not limited to, Client’s agents, contractors or other Service Providers), including, but not limited to;
• failing to provide Service Provider with the adequate access, information and cooperation required in connection with the provision of the Service Provider Solution;
• (ii) failing to take any reasonable remedial action in relation to the Service Provider Solution as recommended in writing by Service Provider (or any of its agents, contractors or Service Providers), or otherwise preventing Service Provider from doing so, or
• (iii) any act or omission which causes Service Provider to be unable to meet any of the service level provisions (including but not limited to deliberate or wilful acts or omissions which are purposed to fail Service Provider from meeting its obligations under the Agreement);  
• fraud events (by Aggregator, Client and/or any third party engaged by Client); 
• Aggregator and/or Client’s negligence or wilful misconduct; or 
• any DDoS (denial-of-service) attack, where Service Provider has complied with its obligations under this Agreement and taken all pre-emptive efforts to avoid DDoS attacks and corrective measures to minimise their impact. Client may audit Service Provider to ensure that Service Provider has and maintains appropriate DDoS measures.