SaaS Service Offering & Service Agreement

Effective May 1, 2022

1. Service Offering.

Provider will provide the Service Offering to Subscriber in accordance with applicable laws and regulations, under the Terms and Conditions and in accordance with Provider-supplied product offering documentation. Provider has the following responsibilities:

a) Provider will implement reasonable measures to help you secure Subscriber Content against accidental or unlawful loss, access or disclosure.
b) Provider will maintain an industry-standard security environment.
c) Provider may provide you (via designated technical resources) with various levels of training in the use of the Service Offering.
d) Provider may provide you with setup, implementation, data-migration, go-live support, ongoing support and other services in relation to the Service Offering.
e) The Service Offering will be provided at the service levels set out below.
f) To the limited extent that any personally identifiable information or organizationally identifiable information (collectively “PII”) is provided by you as Content to be used with the Services Offering, such PII will be treated as Subscriber’s Confidential Information and used by Provider only on the terms set out in this Service Offering and in accordance with Provider’s Privacy Policy.

1.1 Provider will support your use of the Service Offering and will maintain the Service Offering in the manner set out below. Such support and maintenance is provided on condition that you are current in all payments due to Provider.

1.2 On your request, Provider may provide optional professional services (“PS”) to you. Such PS will be provided on mutually agreed terms set out as standard services in a Quote, or a Statements of Work (all described as “SOW”) and may include, for example, software installation, implementation and additional training. Additionally:
(a) Your responsibilities and Provider’s responsibilities, project schedules, milestones, deliverables with respect to PS and its delivery will be set out in the SOW.
(b) Provider’s PS and the SOW will be provided based on assumptions and information set out in the information you have provided to Provider. If such assumptions/information provided by you is incorrect then you acknowledge that milestones, schedules, deliverables or pricing of PS may require adjustment. If required, such adjustments will be mutually agreed in writing.
(c) Charges for PS commenced in accordance with SOW milestones or schedules are non-cancellable once commenced. Unless the Service Offering is terminated by Subscriber for cause, PS will be provided in accordance with SOW milestones or schedules and charged based on those milestones and schedules even if deliverables set out such SOW cannot be delivered due to Subscriber’s act, omission or delay.

1.3 Subscriber’s responsibility generally are as follows.
a) The Service Offering is only for your use. You may not provide the Services to any other parties in any manner, including as a service bureau or application service provider.
b) In using the Service Offering, You will adhere to all applicable laws, rules, and regulations.
c) To use the Service Offering You must create a user account associated with a valid email address. You are responsible for that user account’s security, for all activities that occur under that account and for strictly monitoring who has user account access. You will immediately contact us immediately if you believe that a user account has been compromised or is being used by unauthorized persons.
d) You may use the Service Offerings only in accordance with any documentation and our Acceptable Use Policy (AUP).

1.4 You are responsible for the accuracy, quality, integrity rights to use and legality of data processed using the Service Offering. You are responsible for ensuring you have the right to use any data, text, audio, video, images, software, lab samples, operational readings, field readings, or other similar content (“Content”) you input into the Services Offering. More particularly it is your responsibility to ensure the following:

a) that Your Content is compatible with then-current interfaces for a Service Offering;
b) that Your Content complies with the terms of the Service Offering, with applicable law and regulation and any Provider AUP; and
c) that You are responsible for dealing with any legal claims relating to Your Content including any intellectual property-related claims.

1.5 No other services are provided with the Service Offering unless mutually agreed to otherwise. Provider may modify this Service Offering at any time. The modified terms will become effective immediately. By continuing to use the Service Offerings after the effective date of any Service Offering modifications, you agree to be bound by the modified terms.

2. Service Offering.

Provider will maintain the Service Offering at the latest release making new enhancements and improvements available as part of Provider’s development methodology. In addition to regular maintenance of the Service Offering, Provider will support Service Offering by answering queries from technically trained users designated by Subscriber and resolve such queries in a manner set out below. Support and Maintenance Services as described below are provided with the Service Offering.

3. Service Offering Definitions.

(a) “Case priority 1” means the Service Offering has a system outage or does not work per user documentation, business operations have been severely disrupted and no work around is immediately available;
(b) “Case priority 2” means the Service Offering does not work per user documentation, business operations can continue in a restricted fashion (although long-term productivity might be adversely affected) and no work around is immediately available;
(c) “Case priority 3” means the Service Offering does not work per user documentation, impaired operations of some components, but allows the user to continue use, a work around exists but it is not obvious or is difficult and as a result there is significant impact productivity or efficiency;
(d) “Case priority 4” means the Service Offering does not work per user documentation, business operations are not significantly impacted;
(e) “Case priority 5” means the Service Offering does not work per user documentation and does not affect business operations or does not work as expected and is not in user documentation or is an enhancement request;
(f) “Documentation” means the instruction manual or help on the Service Offering;
(g) “Operating Hours” are 8:00 am – 8:00 pm (Mon – Fri) Eastern Time excluding Provincial, Canadian, State and US statutory holidays and 9:00 am – 5:00 pm (Mon – Fri); Australian Eastern Standard Time excluding Tasmanian and Australian statutory holidays via Hobart, Australia office;
(h) “Resolution” means one or more of the following outcomes: a) a mutually acceptable work around, b) a configuration/data change or c) a Service Offering Change;
(i) “Service Offering Change” means changes to Service Offering functionality;

4. Support and Maintenance Services.

4.1 Description of Services. During any Subscription Term and subject to the provisions of our Terms and Conditions, Provider will use commercially reasonable efforts to provide the following Support and Maintenance Services:
(a) Live telephone support with a support representative during Operating Hours;
(b) Email support during Operating Hours;
(c) Live Web conferencing with a support representative during Operating Hours where required to understand the support case;
(d) Case tracking through our online case tracking system; and
(e) Access to an online Support Portal 24 hours a day, 7 days a week.

4.2 Support Service Level Agreement

Case Priority Initial Response Target Time to Resolution
1 1 business day or sooner 2 business days
2 1 business day 3 business days
3 1 business day 10 business days
4 1 business day At Provider’s discretion
5 At Provider’s discretion At Provider’s discretion

(a) Provider’s recovery time objective (being the maximum time period between a Service Offering is reported to be out of service/unavailable and when that same Service Offering is restored (“RTO”) is 2 business days.
(b) Provider’s recovery point objective (being the time period when data may be lost from the Service Offering since the last backup of data (“RPO”) is 24 calendar hours.
(c) Initial Response and Target Time to Resolution time periods start once a case is logged in Provider’s Support Portal.
(d) Resolution times may exceed the Target Time to Resolution time targets depending on the complexity involved in determining the root cause of the case and the complexity of finding a resolution for it. Should this situation arise for priority 1 or 2 cases, the Subscriber will be provided a credit towards their next Annual Subscription Fee calculated as follows:
a. Credit = Annual Subscription Fee X ((Number of business days in excess of Target Time in a given Subscription Term) / (Total Number of business days in the same Subscription Term))
(e) The credit for any Subscription Term cannot exceed the Annual Subscription Fee.
(f) Subscription Term Credits can only be used as a rebate toward the purchase of a subsequent Subscription Term and otherwise has no cash value.
(g) Subscription Term Credits are Subscriber’s sole remedy if resolution times exceed the Target Time to Resolution.

4.3 Resolution of Service Offering Anomaly. A Service Offering anomaly will be considered to be resolved when:
(a) the Service Offering is working in substantial accordance with the Documentation when operated on the supported hardware, operating system and peripheral as designated by Provider; or
(b) Provider has advised the Subscriber of one of the following:
(i) how to correct or bypass the Service Offering anomaly;
(ii) that the anomaly falls within an exception to this Agreement.

5 Exceptions.

5.1 Support and Maintenance Exclusions. Maintenance and Support Services are not provided for and do not apply to:
(a) third party software and middleware or services;
(b) when the Subscriber is in breach of this Agreement or any other agreement between Provider and the Subscriber;
(c) the Service Offering being improperly implemented;
(d) Hardware, peripherals (including printers) or software other than the Service Offering;
(e) Anomalies in the Service Offering that are not reproducible; or
(f) Anomalies, damage or problems in the Service Offering or its operation caused by:
i. an incompatible or non-functioning configuration, operating system or hardware system;
ii. accident, abuse or misapplication for which Provider is not responsible;
iii. malfunction or non-performance of products supplied by third parties;
iv. use contrary to its intended purpose or contrary to the Documentation; or
v. any other matters beyond Provider’s’ control.
5.2 Third Party Vendors. The Subscriber will look solely to the third party vendors of third party software, middleware, hardware or peripheral if there are any anomalies, damage or problems to the Service Offering in or caused by such software, middleware, hardware and/or peripheral.
5.3 Interfaces. Provider will not be responsible for any of the Subscriber’s integration requirements for the Service Offering resulting from a Subscriber’s use of third party vendors who may not integrate with the Service Offering.

6. Service Commitment.

Provider will use commercially reasonable efforts to make Service Offerings available with a Monthly Uptime Percentage (defined below) of at least 99.9%, in each case during any calendar month (the “Service Commitment”). In the event Service Offerings do not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.

7. Service Commitment and Credits Definitions.

1) “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which Service Offerings, as applicable, was “Unavailable.” Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Service Offerings SLA Exclusion (defined below).
2) “Unavailable” means Your Service Offering has no external (to/from internet) connectivity.
3) A “Service Credit” is a dollar credit, calculated as set forth below, that we may credit back to an eligible account.

8. Service Commitments and Service Credits.

Service Credits are calculated as a percentage of the total monthly-equivalent charges paid by you (excluding one-time payments such as upfront payments made for initial instance setup) for Service Offerings in accordance with the schedule below.

Monthly Uptime Percentage Service Credit %
Less than 99.9% but equal to or greater than 99.0% 10%
Less than 99.0% 30%

We will apply any Service Credits only against future Service Offerings payments otherwise due from you. Service Credits will not entitle you to any refund or other payment from Provider. A Service Credit will be applicable and issued only if the credit amount for the applicable billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other billing account. Unless otherwise provided in the Agreement, your sole and exclusive remedy for any unavailability, non-performance, or other failure by Provider to provide Service Offerings is the receipt of a Service Credit (if eligible) in accordance with the terms of the above schedule.

9. Credit Request and Payment Procedures.

To receive a Service Credit, you must submit a claim by opening a support case with Provider. To be eligible, the credit request must be received by us no later than calendar 15 days after the end of the billing cycle that the unavailability incident occurred within and must include:

1) the words “Service Offerings SLA Credit Request” in the subject line;
2) the dates and times of each Unavailability incident that you are claiming;
3) the URL(s) to the affected Service Offerings instance(s); and
4) your request logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one month after your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

10. Service Offerings SLA Exclusions.

The Service Commitment does not apply to any unavailability, suspension or termination of Service Offerings, or any other Service Offerings performance issues: (i) that result from a suspension of your Service Offering for reasons set out here; (ii) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the infrastructure provider for Service Offerings); (iii) that result from any actions or inactions of you or any third party; (iv) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); (v) that result from failures of individual instances not attributable to Service Offerings Unavailability; (vi) that result from any maintenance as provided; (vii) arising from our suspension and termination of your right to use Service Offerings; or (viii) arising from downtime related to scheduled maintenance windows (defined below) (collectively, the “Service Offerings SLA Exclusions”). If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.

11. Scheduled Maintenance Windows.

From time to time, your Service Offering instance may require maintenance to upgrade or repair hardware or software that will cause downtime and therefore unavailability to you. We will notify you at least 7 calendar days before such maintenance is required and provide an estimate of the duration required to perform the maintenance. Most maintenance can be performed with less than 2 hours of downtime but some may take longer.
Once maintenance has started at the agreed time, we will use commercially reasonable efforts to return your Service Offerings instance(s) to service within the estimated duration window – but this will not always be possible due to unforeseen complications that may arise. Scheduled Maintenance Windows are excluded from the Service Offerings SLA.