Schedule C - SaaS Products - Service Level Agreement
Version: 8 August 2024
1. DEFINITIONS AND INTERPRETATION
The following words and expressions shall have the following meanings. Any capitalized terms not otherwise defined here will have the meaning specified in the General Terms & Conditions, applicable Terms of Service or associated Order Forms.
“Teneo AI”, “TENEO”, “we”, “us”, “our”, ‘‘Teneo.ai’’ means the applicable TENEO Entity with whom the Customer has a valid Order Form for SaaS Products.
“SaaS Enterprise” means the Teneo.ai Software as a Service product offered by Teneo AI under the “Enterprise” license.
“SaaS Pro” means the Teneo.ai Software as a Service product offered by Teneo AI under the “Pro” license.
“Defect” means any material defect, error or problem with the SaaS Products in accordance with the specifications for the TENEO SaaS Products.
“Downtime” means the time in which a SaaS Product service feature is unavailable.
“Incident” means any single event, or any set of events, that result in Downtime.
“Monthly Uptime Calculation” means the average availability based on calculations defined per each service feature in a calendar month, as a percentage to one decimal place.
“Target Resolution” means the plan of activity to achieve resolution of the Defect excluding any activity or task necessary to further the progress of the resolution that is under the control of the Customer.
“Target Response” means the targeted response taken from confirmation that a Defect has been raised to the initial technical response. This response may result in the resolution of the Defect logged or may form the basis for determining what additional actions are required to achieve resolution of the Defect.
“Total Triggered Executions” means the total number of all API calls to the Teneo Prod endpoint triggered in a month.
“SaaS Products” means the products SaaS Enterprise, SaaS Pro and Sandbox and each consists of (i) a Teneo cloud-based development environment (“Development Environment”), (ii) zero or more Teneo cloud-based API engine endpoints (“Endpoints”) and (iii) the Teneo Studio client (“Studio Client”) which is either a web-based or downloadable desktop client.
“Sandbox” means the Teneo.ai Developer’s Sandbox product offered by Teneo AI.
“Service Levels” means the service levels set out in Clause 5.
“SLA” means this service level agreement.
“Support Services” means the services provided by TENEO as set out in this Service Level Agreement.
“Ticket Portal” means the TENEO ticketing system where Customer’s Authorized Users will submit support requests.
“Unavailable Executions” is the total number of executions within Total Triggered Executions which failed to run in a month. A failed execution is a request that return an Error Code after the trigger was successfully fired.
“Workaround” means reducing or eliminating the impact of a Defect for which a full resolution is not yet available. For critical and major Defects, a workaround would mean a solution where the Defect is no longer critical or major.
2. GENERAL
2.1 This Service Level Agreement is only applicable for the SaaS Products. Unless specified otherwise the following provisions should apply to all the SaaS Products.
2.2 This Service Level Agreement is available at https://www.teneo.ai/legal/customers/service-level-agreement. TENEO reserves the right to modify this Service Level Agreement from time to time, to reflect new services or requirements. TENEO will notify the Customer when such amendments are done and post them in TENEO’ website.
3. SUPPORT SERVICES
3.1 TENEO will manage and make the SaaS Products available 24 hours per day, 7 days per week, 365 days per year. For support inquiries, TENEO will provide technical support in English language for the SaaS Products, comprising and limited to the following:
- 3.1.1 First level support, where following fault diagnosis, support requests may be referred to upper support level teams (L1 to L2, L2 to L3, etc.) in TENEO.
- 3.1.2 Support Ticket Portal for nominated Authorized Users, regularly monitored by TENEO.
3.2 Following a Customer request for support regarding a potential Defect, TENEO will carry out fault diagnosis, analysis and where possible provide recommendations for corrective action. TENEO undertakes to commence investigation of the Defect within the time scales indicated below as per the following Defect classifications, where such classifications are decided at TENEO’ sole discretion:
- 3.2.1 Critical and Major Defects. TENEO will take corrective actions to restore the service of SaaS Products or, in case of issue due to Customer Solution or Customer use of SaaS Products, recommend corrective actions to conform to its specification as soon as reasonably possible. TENEO will use reasonable endeavors to correct any Defect or to modify the SaaS Products to obviate or mitigate the effect of the Defect or to provide a Workaround. Customer is responsible for corrective actions on Customer Solutions or Customer use of SaaS Products.
- 3.2.2 Minor and Cosmetic Defects. TENEO will attempt, but shall not be obliged to, take corrective actions on SaaS Products to conform to its specification within a reasonable time scale. Where feasible, TENEO will provide a temporary Workaround. If the corrective action is changes in Customer Solution or Customer use of SaaS Products, the customer has the responsibility to expedite those.
4. CUSTOMER RESPONSIBILITIES
4.1 Customer will, in regard to the TENEO Ticket Portal:
- 4.1.1 Use it as the sole medium provided to the Customer to log any issues.
- 4.1.2 Authorized Users, who have access to SaaS Products, shall have specific rights assigned by the Customer to be allowed to log issues related to that SaaS Product.
- 4.1.3 Try to organize logging issues via a smaller group of Customer’s Authorized Users who a) are well read and/or trained in the last version of the SaaS Products and b) can support the wider group of Customer Authorized users with basic triage to avoid unnecessary logging of issues.
- 4.1.4 Provide all pertinent information related to logged issue including any diagnostic steps taken.
- 4.1.5 In relation to the urgency of the issue, be available to approve TENEO requests or test and confirm SaaS Product’s feature service levels per TENEO instructions.
5. SUPPORT SERVICE LEVELS
TENEO Support Centre: Ticket Portal - https://servicedesk.teneo.ai/
SERVICE DEFECT RESPONSE TIMES – PREMIUM/Enterprise
Severity | Target Response | Target Resolution |
|---|---|---|
1 – Critical | Within 30 minutes | Within 1 day |
2 – Major | Within 1 hour | Within 2 days |
3 – Minor | Within 2 hours | Where feasible, with the next service upgrade |
4 – Cosmetic | Within 1 day | Where feasible, with the next service upgrade |
SERVICE DEFECT RESPONSE TIMES – SILVER/ Pro & Sandbox
Severity | Target Response | Target Resolution |
|---|---|---|
1 – Critical | Within 1 hour | Within 2 day |
2 – Major | Within 4 hour | Within 4 days |
3 – Minor | Within 6 hours | Where feasible, with the next service upgrade |
4 – Cosmetic | Within 2 days | Where feasible, with the next service upgrade |
DEFECT CLASSIFICATIONS
Severity | Classification |
|---|---|
1 – Critical | A Defect in the SaaS Products in a production endpoint that renders it inoperative or causes it to fail catastrophically, e.g. critical service impact, service down, inability to use the service or a critical impact on operation requiring an immediate solution. |
2 – Major | A Defect isolated to the SaaS Products that substantially degrades the performance of the service or materially restricts business; e.g. major user impact, temporary service hanging, inability to use the service, important function is not available, operations are severely impacted. |
3 – Minor | A Defect isolated to the SaaS Products that causes only a moderate impact in the use of the service; e.g. moderate user impact, performance/operational impact, a Defect that can cause some functional restrictions but does not have a critical or severe impact on operations. |
A reported anomaly in the SaaS Products that does not substantially restrict the use of one or more features of the service to perform necessary business functions; this is a small problem and is not significant to operation; or an anomaly that may be easily circumvented. |
5.1 Defects for Sandbox cannot be classified as 1 – Critical or 2 – Major.
6. SERVICE LEVEL FOR SAAS PRODUCTS
6.1 TENEO guarantees that for SaaS Enterprise, the Teneo Conversational API will be available at least 99.9% of the time based upon the Monthly Uptime Calculation as defined below.
TENEO guarantees that for SaaS Pro, the Teneo Conversational API will be available at least 99.5% of the time based upon the Monthly Uptime Calculation as defined below.
Service Feature | Uptime Calculation | Definitions | Service Credit Calculation |
|---|---|---|---|
Teneo Conversational API | 100 x (Total Triggered Executions – Unavailable Executions)/ (Total Triggered Executions) | “Total Triggered Executions” is the total number of all API calls to the Teneo Prod endpoint triggered in a month. “Unavailable Executions” is the total number of executions within Total Triggered Executions which failed to run in a month. A failed execution is a request that return an Error Code after the trigger was successfully fired. | A Service Credits claim may be based on either (not both) of the following calculations: 10% of the amount Customer paid for a Service Feature in a month where the Uptime for that Service Feature was less than 99.9% but greater than or equal to 99.0% (SaaS Enterprise)/ 99.5% vs 99.0% (SaaS Pro). OR 25% of the amount Customer paid for a Service Feature in a month where the Uptime of that Service Feature was less than 99.0% (SaaS Enterprise) / 99.0% (SaaS Pro) |
6.2 The Support Services and the Monthly Uptime Calculation excludes the following:
- 6.2.1 Factors outside the reasonable control of TENEO including any Force Majeure event, the failure or unavailability of Customer systems, the Internet, and the failure of any other technology or equipment used to connect to or access the service.
- 6.2.2 Service unavailability caused by scheduled maintenance of the cloud infrastructure used by TENEO to provide services to the customer. TENEO will endeavor to provide seven days advance notice of service-affecting scheduled maintenance.
- 6.2.3 Caused by Customer Solution, Customer misuse, or discouraged use of the SaaS Products after TENEO advice against.
- 6.2.4 Unauthorized action or lack of action when required, by means of Customer passwords or equipment, or otherwise resulting from Customer failure to follow appropriate security practices.
- 6.2.5 Customer failure to adhere to any required configurations, follow any policies on acceptable use, including applicable Terms of Service, or use the SaaS Products in a manner inconsistent with the features and functionality of the SaaS Products.
- 6.2.6 Faulty Customer inputs, instructions or arguments.
- 6.2.7 Customer attempts to perform operations that exceed prescribed quotas or through TENEO intervention to prevent Customer misuse.
- 6.2.8 Customer lack of attention or urgency, which would be reasonable required to help TENEO restore the service as quick as possible.
- 6.2.9 Customer SaaS Endpoint access failures due to connectivity or access issues outside TENEO control, or access or connectivity limitations implemented by TENEO by request from the Customer or implemented by the Customer themselves through SaaS Products.
7. SERVICE CREDITS
7.1 If TENEO does not achieve and maintain the service level in Section 6 above, then the Customer may be eligible for a credit towards a portion of the monthly service fees.
7.2 The following Service Levels and Service Credits are applicable to the provision of SaaS Enterprise:
MONTHLY UPTIME PERCENTAGE | SERVICE CREDIT |
|---|---|
< 99.9% | 10% |
<99.0% | 25% |
The following Service Levels and Service Credits are applicable to the provision of SaaS Pro:
MONTHLY UPTIME PERCENTAGE | SERVICE CREDIT |
|---|---|
< 99.5% | 10% |
<99.0% | 25% |
7.3. Service Credits are the Customer’s sole and exclusive remedy for any performance or availability issues relating to the provision of SaaS Products under this Agreement. The Customer may not unilaterally offset any Fees for any performance or availability issues.
7.4 Service Credits apply only to Fees paid for the SaaS Products for which a Service Level has not been met. Service Credits awarded in any invoicing month for SaaS Products will not, under any circumstance, exceed the Customer’s monthly service fees for the SaaS Products in the invoicing month.
7.5 In order for TENEO to consider a claim for a Service Credit, the Customer must submit the claim to customer support at TENEO including all information necessary for TENEO to validate the claim, including but not limited to: (i) a detailed description of the Incident, (ii) information regarding the time and duration of the Downtime, (iii) the number and location(s) of affected users (if applicable) and (iv) descriptions of your attempts to resolve the Incident at the time of occurrence.
7.6 A claim must be received by TENEO within two months of the end of the invoicing month in which the Incident that is the subject of the claim occurred.
7.7 Customer can request only one (1) of the above service credit levels for a month where the customer is eligible for credits. If two or more claims are requested by the Customer for the same period only the first received by TENEO applies.
7.8 TENEO will evaluate all information reasonably available to us and make a good faith determination of whether a Service Credit is owed. We will use commercially reasonable efforts to process claims during the subsequent month and within forty-five (45) days of receipt. The Customer must be in compliance with the Agreement in order to be eligible for a Service Credit. If TENEO determines that a Service Credit is owed to the Customer, this will be applied to the customer’s monthly service fees.
7.9 For avoidance of doubt, this entire Section 7 is not applicable for Sandbox.