Service Level Agreement

This Service-Level Agreement is effective as of September 28, 2018, and is made by and between Prosperna, a product by Xtendly Philippines, Inc. (“Supplier”) and active Prosperna software subscribers (“Customer”).

WHEREAS, the Contract states that a service level agreement is a condition precedent to any extended term of the Contract; and

WHEREAS, customer is willing to continue with the Contract past the original end date solely upon Supplier’s acceptance of the terms and conditions of this Agreement, and Supplier confidently accepts the terms and conditions herein;

NOW, THEREFORE, in consideration of the foregoing, and of the terms and conditions and the Service Levels, the Parties hereby agree as follows:

1. Rider Agreement

When signed, this Agreement will form a part of the Contract, and upon signing this Agreement, the Contract shall be automatically changed, in accordance with its terms, from a monthly contract to a yearly contract. All capitalized terms not defined herein shall have the meanings ascribed to them in the Contract.

2. Service Levels & Service Credits

The Supplier shall at all times during term of this Agreement provide the Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion, as defined herein below.

The Supplier acknowledges that any failure to meet a Service Level may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in this Agreement below, including the right to any Service Credits (as defined below).

The Supplier acknowledges and agrees that any Service Credit is a price adjustment reflecting the value of any lost service caused by failure to meet a Service Level. Both Parties agree that the Service Credits are a reasonable method of price adjustment to reflect poor performance.

Other than the Customer’s termination rights as set forth in the Contract, A Service Credit shall be the Customer’s exclusive financial remedy for a failure to meet a Service Level and will be applied at the end of the contract period.

3. Performance Monitoring

All customer concerns must be sent to: [email protected]

The Supplier shall implement all measurement and monitoring tools and procedures necessary to measure, monitor and report on the Supplier’s performance of the provision of the Services against the applicable Service Levels at a level of detail sufficient to verify compliance with the Service Levels.

The Supplier shall immediately notify the Customer in writing via email or at https://status.prosperna.com/, if the level of performance of the Supplier of any element of the provision by it of the Services during the term of the Contract is likely to or fails to meet any Service Level Performance Measure.

4. Objectives

The objectives of the Service Levels and Service Credits are to:

  1. Ensure that the Services are of a consistently high quality and meet the requirements of the Customer;
  2. Provide a mechanism whereby the Customer can attain meaningful recognition of the Supplier’s failure to deliver the level of service for which it has contracted to deliver; and
  3. Incentivise the Supplier to comply with and to expeditiously remedy any failure to comply with the Service Levels.

5. Service Levels for Software Subscription

# Parameters SLA
1 Application up-time 99.5%
2 Application “showstopper / blocking issue” (unable to use platform for normal operations) issue resolution Within 2 days (business, weekend & holidays)
3 Application “major issues” (impacts work but there is an alternative way to achieve functionality) issue resolution Within 7 business days
4 “Acknowledgement” of showstopper / blocking and major issues Within 1 business day

6. Service Credits for Software Subscription

Service Credits are required to be paid in the event that the Service Level achieved falls below the Service Level Performance Measure in a Service Period.

The Service Credit is determined by the Service Level achieved, the Service Level Performance Measure and the Service Level Threshold and is calculated by using the straight line formula below:

1. Up-time:

SLA level of 99.5 % uptime/availability results in the following periods of allowed downtime/unavailability:

  • Daily: 7m 12s
  • Weekly: 50m 24s
  • Monthly: 3h 39m 8s
  • Yearly: 1d 19h 49m 44s

The amount payable in Service Credits are equivalent to the downtime above the allowed downtime/unavailability timeframes above, and are to be added to the end of the Customer’s contract period.

7. Service Levels & Credits for Software Implementation

Days Past Go-live Service Credit
1 1

Service Credits are required to be paid in the event that the Service Level achieved falls below the Service Level Performance Measure in a Service Period.

The Service Credit is determined and calculated by using the straight line formula below:

(A) Number of days past go-live date - (B) # of days past the 3 day customer response time = (C) Service Credit

For example:

  • A customer’s online store was agreed upon to go-live within 30 days from the date of the software activation date.
  • The actual go-live date was 10 days after the agreed upon go-live date.
  • The actual number of days past the 3 day customer response time was 6 days.
  • The number of service credit days is equal to 4.

(10) Number of days past go-live date - (6) # of days past the 3 day customer response time = (4) Service Credits