ANNEX 1
V7: Service Level Agreement
1. SUPPORT SERVICES
- During the Term, V7 shall perform the Support Services during the Support Hours in accordance with the terms of this Annex 1.
- As part of the Support Services, V7 shall:
- > provide the Help Desk Support by emailing support@v7labs.com or using the live chat feature in V7 Darwin at which help desk technicians may be contacted during Support Hours (a “Support Request”);
- > use commercially reasonable efforts to provide Solutions for all Faults notified under Paragraph 3.2.1; and
- > provide technical support for the V7 Platform in accordance with the terms of this Annex 1.
- V7 shall give Customer regular updates of the nature and status of its efforts to provide a Solution for a Fault notified under Paragraph 3.2.1.
- V7 shall be relieved of its responsibilities and obligations outlined in this Annex 1 if any applicable Fault is due to a Customer Cause.
2. SUBMITTING SUPPORT REQUESTS
- Customer may request Support Services by way of a Support Request. Each Support Request shall include a description of the Fault and the start time of such Fault.
- Customer shall provide V7 with:
- > prompt notice of any Faults by submitting a Support Request; and
- > such output and other data, documents, information, assistance and remote access to Customer’s systems as V7 reasonably considers necessary to assist V7 to reproduce operating conditions similar to those present when Customer detected the relevant Fault and to respond to the relevant Support Request.
3. SERVICE LEVELS
- V7 shall:
- > prioritise Support Requests based on its assessment of the severity level of the Fault reported; and
- > use commercially reasonable efforts to respond to Support Requests in accordance with the Response Times specified in the table set out below.
- > On a case-by-case basis, the Parties may agree in writing to a reasonable extension of the Response Times.
Priority |
Description |
First Response Time |
1 - Critical - Fully Blocking |
Full system outage preventing any functional use of the V7 Platform.
|
2 hours |
2 - High - Major Feature Blocking |
A mission-critical component of the V7 Platform is inaccessible or non-functional, such as the dataset management, workview, model library or workflows functions.
|
8 hours |
3 - Medium - Minor Feature Blocking |
A non-mission critical component of the V7 Platform is inaccessible or non-functional, such as a workflow stage type, annotation, filter or dashboard component.
|
8 hours |
4 - Low - Bugs and non-blocking issues |
A component of the V7 Platform is bugged, not working as advertised and has temporarily reduced performance that materially impacts the operation of the V7 Platform.
|
3 Business Days |
4. AVAILABILITY AND MAINTENANCE
- V7 shall use commercially reasonable efforts to achieve an Availability Percentage of 99.9%.
- Customer acknowledges and agrees that V7 may suspend access to the V7 Platform in order to carry out Scheduled Maintenance. V7 will use commercially reasonable efforts to ensure that any such Scheduled Maintenance: (i) occurs outside of business hours; and (ii) does not amount to more than twelve (12) hours in any calendar month.
5. INTERPRETATION
- The following definition apply in this Annex 1:
- > “Availability Percentage” means the figure calculated by subtracting from one hundred percent (100%) the percentage of minutes during the calendar month in which the V7 Platform is Unavailable.
- > “Customer Cause” means any of the following causes:
- >> any improper use, misuse or unauthorised alteration of the V7 Platform by Customer;
- >> any use of the V7 Platform by Customer in a manner inconsistent with the then-current Documentation;
- >> any use of the V7 Platform in combination with other products, hardware, equipment, software or data not expressly authorised by V7 to be used with the V7 Platform;
- >> any failure of Customer to: (i) maintain Internet connectivity to the extent necessary to prevent network performance degradation; or (ii) maintain an Internet connection with adequate bandwidth to access and use the V7 Platform;
- >> any factors outside of V7’s reasonable control (including any Force Majeure Event); or
- >> any failure of Customer to ensure that all Authorised Users have installed, and access the V7 Platform via, a supported version of both an internet browser and operating system that is listed in the Documentation as supported by V7 from time to time.
- > “Fault” any failure of the V7 Platform to operate in all material respects in accordance with the Documentation but excluding any failure or error arising as a result of a Customer Cause.
- > “Support Services” means maintenance of the then-current version or release of the V7 Platform, which excludes any services not expressly outlined in this Annex 1.
- > “Unavailable” means when all Authorised Users of Customer with active and enabled accounts do not have any access to the V7 Platform due to a lack of external connectivity caused by a Fault not resulting from a Customer Cause, excluding any Scheduled Maintenance. “Unavailability” shall be construed accordingly.Help Desk Support” means the technical support and assistance relating to the V7 Platform provided by V7’s help desk technicians.
- > “Response Time” means the period commencing from V7’s receipt from Customer of the information required for V7’s help desk technicians to open a trouble ticket in V7’s systems.
- > “Scheduled Maintenance” means regular maintenance completed by V7 to ensure the security and smooth operation of the V7 Platform.
- > “Solution” means either of the following outcomes
- >> correction of a Fault; or
- >> a workaround in relation to a Fault.
- > “Support Hours” means 09:00-17:00 Monday-Friday GMT.
- > “Support Request” has the meaning given in Paragraph 1.2.1.
Next up: ANNEX 2 Data Processing Addendum (DPA)
