Circularo SaaS Support Policy and SLAs

Introduction

This Circularo SaaS Support Policy and Service Level Agreement (“SLA”) describes the level of product and technical support you are entitled to as part of your Circularo SaaS product. This Policy does not cover support for on-premise products or replace any other agreement you may have with Circularo Europe s.r.o., Na Folimance 2155/15, Vinohrady, 120 00 Prague 2, Czech Republic (“Circularo”, “Us”, “We”), or any other Palaxo terms or conditions.

"You" are an individual or corporation that has purchased and has the right to use a Product.

If you have any questions about this Policy and how it applies to you, please contact us at info@circularo.com. This SLA was last updated on: February 1th, 2021

Definitions

1. This SLA gives certain words a specific meaning:

1.1 Downtime means the time (in minutes) that a Product is not fully available for access by you or, if accessible, not available for data input by you and determined in accordance with this Agreement, but excluding Scheduled Maintenance;

1.2 Enterprise Customisations means custom Product configurations, extensions, integrations or automations implemented under an "Enterprise" Product edition and in accordance with the Product Agreement;

1.3 Non-Support Day means Saturday, Sunday or a public holiday in the Czech Republic;

1.4 Online Helpdesk means the in-Product help desk function or a dedicated support email if the in-Product helpdesk is not available;

1.5 Per-Use Charges mean charges additional to your Product subscription fee for Product 'Add-ons', customisation or configuration or any third-party services;

1.6 Product means a Circularo 'software-as-a-service' (SaaS) product;

1.7 Project means a custom configuration of the Product provided by us for "Enterprise" Product editions;

1.8 Product Agreement means the current version of the agreement under which you are entitled to use a Product;

1.9 Scheduled Maintenance means periodic, intentional Product unavailability during which we will perform Product maintenance, repairs and upgrades, add features or enhance existing features;

1.10 Section means a section of this SLA;

1.11 Self-Service Resources means publicly available instructional resources intended to assist with Product support;

1.12 Service Level Credit means the amount credited to you and calculated in accordance with Section 19;

1.13 Severity Levels means the classification of Support Request severity in accordance with Section 11;

1.14 SLA Percentage means the percentage defined in Section 19;

1.15 Support Availability Hours means the days and times during which we are available to provide support. This does not mean we will resolve an issue raised in a Service Request;

1.16 Support Hour means a period of 60 minutes during the Support Availability Hours;

1.17 Support Manager means a dedicated customer success manager assigned to you, who is your single point of contact for all support and account-related questions. Your customer success manager will assist with support requests, resolve issues and act as your Product advocate;

1.18 Support Plan means one of the plans described in Section 4;

1.19 Support Request means a single question, issue or new feature request made by you in relation to the Product;

1.20 Support Request Quota means the maximum number of Support Requests that you can submit in any given 12 month period. Additional Support Requests can be purchased in 5 Service Request increments;

1.21 Support Services mean the services provided by us under this SLA;

1.22 System Monitoring means the period during which we monitor the performance of the systems that make the Product available to you;

1.23 Target Response Time means the average time (in hours) taken by us to respond to a Service Request after it has been submitted by you, averaged over all Support Requests submitted by you. This does not include the average time taken to resolve an issue raised in the Service Request; and

1.24 Target Resolution Time means the period of time (in hours) that it takes us to resolve a Service Request after it has been submitted by you.

Product Agreement

Product Agreement. This SLA forms part of your Product Agreement. In the event of any inconsistency or conflict between the Product Agreement and this SLA, the terms of this SLA prevail to the extent of any inconsistency.

Applicability. This SLA applies only to "Pro", "Business" and "Enterprise" Product editions. If you have an "Ultimate" Product edition, our support and service level obligations are described in a separate agreement.

Support Plans

Support Plans. When you purchase your Product, you are entitled to the "Standard Support Plan" for no additional cost. You may also purchase additional support under either the "Plus Support Plan" or the "Premium Support Plan". If you have an "Enterprise" edition you are encouraged to purchase an "Implementation Support Plan" suitable to the Enterprise Customisations.

Your support options are described as follows:

Changes. You can change your Support Plan at any time during the Subscription Period. If you are changing to a higher Support Plan, your change will be effective immediately and any Support Requests Quotas will be transferred. If you are changing to a lower Support Plan, your change will be effective at the beginning of the next Subscription Period.

Support Features

Support Features. We will use commercially reasonable efforts to provide you with each of the below features.

System monitoring and Technical Maintenance covers the essential monitoring of system health, performance and service availability including all the required preventive maintenance and support tasks.

Support Requests. Support Requests must be submitted through the in-Product help desk feature, unless you are entitled to Priority Email Support. If you submit Support Requests in any other way, we may not regard them as validly submitted and are not required to respond or resolve the issues or errors. You agree that we may close any Support Request after 5 days, if we consider the issue resolved, you have not provided requested information or the Support Request is otherwise inactive.

Priority Email Support. You can submit Support Requests either through the in-Product help desk feature or by emailing a dedicated support email address that we will provide to you. If you are eligible for priority email support, you must nominate a representative to submit Support Requests on your behalf.

Response and Resolution Times

10. Response and Resolution. We will use commercially reasonable efforts to respond and resolve Service Requests within the period described below and as explained below.

11. Severity Levels. The period for response and resolution depends on how we classify the severity of the Service Request, which we will do in our reasonable discretion as follow:

11.1 Level 1 (Critical). A Level 1 issue is a major production, high-impact error in the Product that severely impacts your use of the Product for production purposes, such as application or its components and critical services are down or major malfunction resulting in a product inoperative condition. Users are unable to reasonably perform their normal functions and no work-around exists. Depending on your Support Plan, we will use continuous efforts during Support Hours to provide a resolution for any Level 1 errors as soon as is commercially reasonable;

11.2 Level 2 (High). A Level 2 issue is high-to-medium impact error within the Product that permits you to use the Product for production purposes but at a reduced capacity, such as a problem that is causing significant impact to a portion of your business operations and productivity, or where the Product is exposed to potential loss or interruption of service. This level is characterised by a critical loss of application functionality or performance resulting in a high number of users being unable to perform their normal functions, including mMajor feature or product failure, and no or only inconvenient workarounds exist. The program is usable but severely limited.Depending on your Support Plan, we will use continuous efforts during Support Hours to provide a resolution for any Level 2 errors;

11.3 Level 3 (Medium). A Level 3 issue is a medium-to-low impact error that involves partial and/or non-critical loss of functionality of the Product for production purposes, such as a problem that impairs some operations but allows your operations to continue to function. Errors for which there is limited or no loss of functionality or impact to the customer's operation and for which there is an easy work-around qualify as Level 3. Depending on your Support Plan, we will use continuous efforts during Support Hours to provide a resolution for any Level 3 error in time for an upcoming release of Software. All inbound production email cases shall have an initial status of Level 3; and

11.4 Level 4 (Low). Level 4 issues are Service Requests or other questions that have no or low impact on production or your business operations. This includes minor loss of application functionality, product feature requests and how-to questions, issues related to one or multiple modules and integration, configuration inquiries, enhancement requests, or documentation questions.

Severity Factors and Resolution

12.1 Categorisation. We may categorize Service Requests according to their Severity Level and/or their impact on a user's business operations. Our support is prioritized on the basis of the business impact of the issue, a customer's Support Plan and/or operating level agreements with third-party vendors. Within a Severity Level, we may respond to Support Requests on a 'first-come, first-serve' basis, although we may process Support Requests in Severity Level 1 and Severity Level 2 at our discretion and out of turn.

12.2 Providing Necessary Information. When submitting a Service Requests, you must provide all necessary information, and in sufficient detail and specificity, in order for our support staff to properly identify and diagnose an issue, and ensure a timely response and/or resolution of a Support Request. This includes information about when and how the issue appeared, steps to reproduce the issue, exact error messages, and changes made to the system or environment prior to the issue. Failure to supply this information upon request may result in a delay of support assistance.

12.3 Non-Resolution. You acknowledge that we may be unable to resolve a Support Request in the Target Resolution Time due to a number of influencing factors, including the timing of your replies, the response time of a third party, or the need to prepare and release hotfix, software update and/or new features.

Project Specific Services

13. Scope of Support. You acknowledge and agree that Enterprise Customisations may require additional support and maintenance that is not within the scope of the Standard Support Plan or the Plus Support Plan.

14. Specific Support. If you purchase the Implementation Support Plan we will provide support for the Enterprise Customisations. During the Subscription Period, we will agree with you suitable support and maintenance requirements specific to the Enterprise Customisations. Once agreed, these will form part of the Support Services to be provided under this SLA. You acknowledge that these may vary and are determined on a case-by-case basis, in reference to the nature of the Enterprise Customisations, your operating requirements, system constraints, modifications to Product functionality and the intended use of the Products.

Service Commitment

15. Uptime Commitment. Circularo will use commercially reasonable efforts to provide a 99.95% Uptime for Plus Support Plans and Premium Support Plans ("Uptime Commitment").

16. Uptime Definition. Uptime is the time (in minutes) that the server providing you access to the Products is available and all material Product functionality is available for use by you. Uptime is expressed as a percentage of the total possible time (minutes) that you are entitled to use the Product during any 4 months (quarter) during your Subscription Period. This commitment can also be expressed as:

[(total minutes in quarter - Downtime) / total minutes in 4 months] >99.95%

17. Downtime calculation. Downtime will be recorded by us using server monitoring software and is determined in reference to:

17.1 server side error rate, ping test results, web server tests, TCP port tests and website tests; and

17.2 server availability in your region

Upon request, we will share these records with you and you agree that the Downtime recorded by us will be determinative.

18. Aggregate Downtime. If a single incident gives rise to multiple occurrences of DownTime, as determined by us acting reasonably, you are entitled to a Service Level Credit only in relation to the longest Downtime occurrence.

Service Level Credits

19. Entitlement. If at any time during your annual Plus Support Plan or annual Premium Support Plan, we do not achieve our Uptime Commitment for duration of the Downtime shown below, you are entitled to the following Service Level Credit:

20. Calculating Credits. Service Level Credits are calculated by applying the SLA Percentage to one-twelfth (1/12) of the annualized Product subscription fees payable by you (excluding Per-Use Charges and all VAT, GST and others taxes), in respect of the Product where we did not achieve our Uptime Commitment. Calculation of Service Level Credits can be expressed as:

[(Annual Product fees - Per-Use Charges - taxes) / 12 ) * SLA Percentage]

21. Applying Credits. We will credit you all Service Level Credits upon renewal of your annual Plus Support Plan or annual Premium Support Plan. You agree that we can set-off all Service Level Credits against, part or all of your next due payment. If there are no outstanding amounts for a relevant Product, upon written request, we will issue any Service Level Credit amount as a cash refund.

22. Conditions. In order to be entitled to Service Level Credits:

22.1 you must provide us with written notice of Downtime occurrences no later than the end of the Subscription Period during which the Downtime occurred; and

22.2 at the time of the Downtime occurrence, you must not be in breach of your obligations under the Product Agreement, including any payment obligations;

22.3 the Downtime must not be caused by any act or omission by you, your Affiliates, or any representative or agent of you or your Affiliates;

22.4 the Downtime must not be caused by any event outside our reasonable control (including, for the avoidance of doubt, any force majeure event); and

22.5 the Downtime must not be caused by your delay or failure (or that of your Affiliate, representatives or agents) to act in a manner reasonably requested by us and such failure materially adversely impacts our ability to limit Downtime.

23. Limitations. Unless you are renewing your Subscription Period, your entitlement to Service Level Credits ends at the expiry of your Subscription Period. Except as stated in this SLA, Service Level Credits are not refunds and cannot be exchanged for cash. Your entitlement to Service Level Credits cannot exceed the one sixth (⅙) of the Product fees payable for the last Subscription Period. Your entitlement to Service Level Credits will constitute your sole and exclusive remedy for any unavailability or non-performance of the Products.

Scheduled Maintenance

24. Maintenance. You understand and agree that we may undertake regular Scheduled Maintenance and upgrades of the Products and that this may result in Downtime.

25. Maintenance Limitations. We will endeavour to:

25.1 ensure any Scheduled Maintenance that results in Downtime does not cumulatively exceed 16 hours in any given fiscal year;

25.2 minimise the duration and impact of all Scheduled Maintenance; and

25.3 give you at least 48 hours’ advance notice of any Scheduled Maintenance. We will display alerts of the dates and times for Scheduled Maintenance in the Product.

Limitations

26. Limitations. We will have no obligation to provide the Support Services in the event that:

26.1 the Product has been changed, modified or damaged by you or anyone other than us (or authorised by us);

26.2 an error or issue is caused by your negligence, misconduct, or misuse of the Product, a hardware malfunction, or other causes beyond our reasonable control;

26.3 an error or issue is caused to third party software, including by third party hosting provider;

26.4 you do not comply with the the Product documentation or operating instructions;

26.5 you have not installed or implemented the latest Product version, upgrade, fix or patch provided by ys or if you install or implement these when we have not released them publicly.

27. Third Party Software. The Support Services do not apply, and are not provided in relation to, any third party software that integrates with the Product, even if these are made available by us.

28. Support Exclusions. The Support Services do not apply or include the following:

28.1 any Product version that is not designated as a production release, such as a beta-releases, milestone, release candidate, sandbox code or any other repository that is not packaged into production release;

28.2 APIs, interfaces or data formats other than those included with the Product;

28.3 installation, configuration, management and operation of Customer's applications; or

28.4 any Product training.

28.5 If you have any custom configurations or customizations specific to your Product implementation, upgrades of the Product to the latest version are not part of our Support unless you purchase an “Implementation Support Plan”

Your Responsibilities

29. Communication. You are responsible for ensuring that your staff, contractors, users and all other personnel that use the Product have sufficient language and technical skills, and respond to and cooperate with us in a timely manner, in order for us to acknowledge, diagnose and resolve Support Requests and provide the Support Services.

30. Self-Assessment. You must use, and our provision of the Support Services is conditional on your, reasonable efforts to:

30.1 prior to submitting a Support Request, resolve an error or issue, and utilise sufficient resources to clearly understand that a problem exists;

30.2 upon submitting a Support Request, provide sufficient information and technical data in order for us to establish whether the request relates to an issue or error that is excluded from the Support Services;

30.3 make available and expend reasonable resources to provide any data reasonably requested by us to adequately address the potential problem;

30.4 cooperate with our personnel to enable the Support Services to be provided; and

30.5 utilise sufficient resources to understand our instructions in addressing Support Request, and make reasonable attempts to correct an issue or error as instructed by us.

You acknowledge and agree that the extent of access, accuracy of information and technical data you provide to us may affect our ability to provide the Support Services.

31. Support Contact. If you purchased an "Implementation Support Plan" to cover custom configurations of your Enterprise edition, you must nominate a representative to act as a single point of contact on behalf of your organization who will submit Support Requests on your behalf and provide necessary cooperation and escalations if required. You acknowledge and agree that we are not required to provide Support Services if Support Requests are not submitted by your nominated representative.