Service Level Agreements
Retail Site Management Support Services Addendum
The terms set forth in this Retail Site Management Support Services Addendum are applicable to Retail Site Management solutions provided by PDI pursuant to this Addendum.
1. Support Services Severity Levels. “Severity Level” means the classification that denotes the severity of an Error. An “Error” is any error, defect, degradation or malfunction. Severity Levels will be assigned by Customer, acting reasonably, when placing the relevant support request with PDI, in accordance with the following criteria:
|Severity 1 Error||(i) causes the relevant SaaS to be unavailable, cease operating or operation to be materially impaired; (ii) may cause the deletion, impairment, damage or corruption of any Customer Data or system; and/or (iii) may have a material adverse impact on the business of Customer|
|causes a significant function of the SaaS to be impaired although it still operates|
|causes a minor function of the SaaS to be impaired which adversely affects, or is likely adversely to affect, the business of Customer|
|causes a minor function of the SaaS to be impaired, but there is no likely adverse effect on the business of Customer|
a. Support Response. Upon receipt of a support request, PDI will promptly:
i. allocate a unique support request ticket;
ii. acknowledge receipt of the support request (via telephone or email) and notify Customer of the ticket reference allocated;
iii. commence diagnosis and correction of the relevant Error; and
iv. complete the same (by way of implementation of an Error correction or workaround), all as soon as possible and, in any event, in accordance with the relevant timeframe (depending on the Severity Level) set out in subsection (c) below.
The activities in (i), (ii) and (iii), collectively, constitute a response to the relevant support request and are all required for such support request to be deemed to have been responded to. If the support request relates to a Severity 1 or 2 Error, PDI will additionally notify Customer of the engineer assigned to the support request who will undertake corrective maintenance in an expeditious manner, keep Customer advised of progress (including the steps taken to correct the Error) and the expected time for correction of the Error, and notify Customer of completion of the same. PDI may request that Customer provide additional information that is reasonably necessary to diagnose and correct the relevant Error.
b. Support Request Summary. Within ten (10) days after the last day of each month, PDI will provide Customer with a complete summary of all support requests and any other issues, questions or requests communicated by Customer to Supplier’s helpdesk or other support or escalation channel. Such summary will include ticket reference, summary, description, severity, status, date opened, resolution utilized, and (if available) date closed.
c. Support and Maintenance Service Level Response and Resolution Times. The initial response and resolution times (which may include a workaround) shall be as follows:
|Severity Level||Response Time||Resolution/Workaround Time |
|Severity 1 Error||15 minutes||4 hours||30 days|
|Severity 2 Error||1 business hour||5 business days||90 days|
|Severity 3 Error||4 business hours||10 business days||12 months|
|Severity 4 Error||4 business hours||21 business days||No committment|
2. Availability Service Levels.
a. Definitions. The terms below have the following meanings when used in this Section 2.
i. “Available” means that a SaaS is accessible from the public internet.
ii. “Availability” means the percentage of time for which a SaaS is Available, calculated per Measurement Period.
iii. “Downtime Minutes” means the total number of minutes for which a SaaS is not Available during the applicable Measurement Period.
iv. “Measurement Period” means a calendar month.
v. “Permitted Downtime” means any period of time during which a SaaS is not Available due to (a) a failure of the Internet or general Internet outage or failure in any software or hardware or other equipment provided or maintained by any third-party; (b) regularly- scheduled maintenance; (c) any acts or omissions of an internet service provider or other third-party engaged by or on behalf of Customer; (d) Customer’s acts or omissions other than as directed by PDI or as expressly permitted authorized to this Agreement; or (e) a Force Majeure Event.
b. SaaS Availability. Beginning on the date on which Customer first uses a SaaS, PDI will measure the Availability of the SaaS. The Availability of a SaaS is calculated as follows:
c. Calculation of Service Credits. Customer may be entitled to receive a credit against future SaaS fees (a “Service Credit”) if the Availability falls below certain thresholds. Such Service Credit shall be Customer’s sole and exclusive remedy for the Availability falling below any threshold. Any such Service Credit shall be equal to the percentage of the SaaS fee during the applicable Measurement Period corresponding to the Availability, as set forth in the table below:
|Availability Service Level||Service Credit|
|≥ 99.9%||No Service Credit|
|≥ 99.75% and < 99.9%||10%|
|≥ 99.5% and < 99.75%||15%|
|≥ 99.25% and < 99.5%||25%|
|≥ 99% and < 99.25%||35%|
d. Service Credit Claims. If Customer believes that it is entitled to receive a Service Credit in respect of a Measurement Period, then Customer will notify PDI by email at firstname.lastname@example.org 30 days after the last day of such Measurement Period with a notice that includes Customer’s username, a description of the activity that was interrupted, and documentation of the length of time that the SaaS was not Available (a “Credit Claim”).
e. Application of Service Credit. If PDI validates a Credit Claim submitted by Customer in accordance with Section 2(d), then PDI will apply the applicable Service Credit as a credit against any future SaaS Fees invoiced to Customer pursuant to the Order Form in respect of which such Service Credit accrued.