This Service Level Agreement (the “SLA”) describes specific terms in respect of the Services (as defined below) to be performed by Ambassify pursuant to the Agreement, the terms of which are incorporated herein by reference. Ambassify will at all times during the Agreement provide the Services to meet or exceed the Service Levels as set forth herein.

Customer support includes error correction; this is the correction of any reproducible error in the software, which causes the software to deviate materially from the specifications as contained in the standard documentation released by Ambassify (help.ambassify.com).

INTRODUCTION

The objectives of this SLA are to:

I. Ensure that the Services are of a consistently high quality and meet the requirements of the Customer;

II. Provide a mechanism whereby the Customer can attain meaningful recognition of the Ambassify’s failure to deliver the level of service for which it has contracted to deliver; and

III. Incentivise Ambassify to comply with and to expeditiously remedy any failure to comply with the Service Levels.

DEFINITIONS

For the purpose of this SLA, the following terms will have the following meaning:

“Actual Uptime” means Maximum Availability minus Unscheduled Downtime.
“Actual Uptime Percentage” means Actual Uptime divided by Maximum Availability.
“Back-ups” will mean copies of data files, databases, systems, applications and/or operating systems and all configurations required to restore the Customer Data;
“Bug Fixing” means the repair of Errors or Problems in the Services by Ambassify to ensure that the Software Service can function normally in accordance with the Agreement;
“Business Days means Monday to Friday, excluding Belgian public holidays;
“Business Hours” means 09:00 A.M. to 12:30 P.M. and 01:30 PM to 06:00 P.M. (CET) on Business Days;
“Downtime” will mean the total time during which the Software Service is not available to be accessed and used by the Customer or its End Users or responds in such an incorrect or unreliable fashion that normal operation of the Ambassify software has been rendered impossible.due to any outage that is unplanned or any emergency that requires taking down the Software Service, i.e. all downtime that is not Permitted or Scheduled Downtime;
“Error”

​will mean any verifiable and reproducible failure of the Software Service or website, but will not include any such failure to the extent that such failure is caused by:

(a) the use or operation of the Software Service with any other products, equipment, software or data or in an environment other than that intended or recommended by Ambassify;

(b) the use or operation of the Software Service not in accordance with the Agreement or as specified in the Documentation;

(c) modifications to the Software Service not made or requested to be made by Ambassify; or

(d) any bug, defect or error in third party product, equipment, software or data that is not introduced by the integration of the Software Service;
“Extended Business Hours” means 08:00 A.M. to 10:00 P.M. (CET) on Business Days;
“Maximum Availability” means the total number of minutes in the applicable calendar month +(e.g. 44,640 minutes in the month of July);
“Permitted Downtime” will mean the following situations: inoperability due to any maintenance, Problems caused by the Customer’s or the End Users’ telecommunications or internet service, Problems caused by software or hardware not provided or controlled by Ambassify, Problems due to force majeure events, Problems due to acts or omissions of the Customer, its agents, employees or contractors; and Problems due to operation under a disaster recovery plan (provided that Ambassify has complied with its material obligations with respect thereto);
“Problem(s)” will mean any bug or other failure the End Users encounter in the Software Service, including Errors;
“Scheduled Downtime” will mean the total time during which the Software Service is not available to be accessed and used by the Customer or its End Users due to System maintenance agreed under this SLA or as a result of the Customer's change requests (provided the Customer is given prior written notice that the changes requested will result in unavailability);
“Services” means the daily operational management and maintenance of the Software Service and the Systems;
“Systems” will mean the servers and related hosting systems of the Software Service.

  1. INTERPRETATION

    1. This Service Level Agreement forms an integral part of the Agreement. The provisions of the Agreement therefore apply to this this Service Level Agreement. All capitalised terms not defined in this Service Level Agreement will have the meaning set forth in the main Agreement.

    2. In case of conflict between any provision in this Service Level Agreement and any provision of another part of the Agreement, this Service Level Agreement will prevail.

  2. SERVICE LEVEL REVIEWS
    Ambassify will review this SLA with the Customer on an on-going basis to ensure its quality and effectiveness. If, in the reasonable opinion of the Customer, this SLA should be amended to ensure its quality and effectiveness, Ambassify agrees to use its best efforts to propose and implement amendments.

  3. GENERAL PROVISIONS

    1. Ambassify’s duty to provide maintenance or support services is subject to the Customer complying with all of the following duties:

      1. The Customer must have paid the Fee(s);

      2. The Customer has to use the procedure for reporting errors as made available by Ambassify (procedure described in 8.1), and give commercially reasonable assistance in analysing and solving Errors, including providing data, as may be reasonably required.

    2. Ambassify shall have no duty to provide maintenance or support services if:

      1. The Customer or any Third Party not specifically authorized by Ambassify has changed the Software in any way whatsoever (including bug fixing); or

      2. The Error is not fully documented during the reporting procedure; or

      3. The Error is not reproducible.

    3. Maintenance and support services do not include:

      1. The retrieval of data, or error-correction caused by poor quality of data or malfunctioning of Customer’s database;

      2. Support of interfaces or other software that are not Ambassify’s Products; and

      3. Support of hardware or network issues.

  4. MAINTENANCE

    1. Ambassify will continue to work on the Software Services in order to improve them. New releases will be made available automatically to Customers who have paid all of their Fee(s).

    2. Upgrades and changes that require Downtime of the Software Services or one of its components will be rolled out during Ambassify’s weekly maintenance window which starts at Sunday 20.00h PM until 02.00h AM CET the next day. For major changes Ambassify will notify all Customers at least seven (7) days beforehand.

  5. AVAILABILITY

    1. Actual Uptime Percentage
      Ambassify guarantees a minimum average Actual Uptime Percentage commitment of at least ninety-nine percent (99.0%) of the time as calculated on a monthly basis.

      The Actual Uptime Percentage commitment will not apply to the extent that the failure to achieve such commitment is due to (a) circumstances caused by factors outside of Ambassify’s reasonable control, including any force majeure, or internet access or related Problems beyond the demarcation point of the Customer, (b) any actions or inactions of the Customer or an End User, (c) the Customer’s equipment, software or other technology and/or third party equipment, software or other technology.

      Ambassify will use commercially reasonable endeavours to ensure the Actual Uptime Percentage commitment (subject to Scheduled Downtime, as set forth in articles 5.3 and 5.4 of this SLA) and remedy any Unscheduled Downtime in accordance with article 5.5 of this SLA.

    2. Actual Uptime Percentage Measurements
      Ambassify will implement measurement and monitoring tools and procedures necessary to measure, monitor and report on Ambassify’s performance of the provision of the Services and availability of the Software Service against the aforementioned service levels at a level of detail sufficient to verify compliance with this SLA. More information can be found on https://status.ambassify.com on which the Customer can also subscribe to receive updates.

    3. Assistance procedures
      As part of the Services, maintenance will be performed when necessary to prevent the possibility of disruptive and/or unplanned loss of Actual Uptime Percentage or Service. Wherever reasonably possible, a minimum of seventy-two (72) hours notice (and in no event less than four (4) Business Hours notice) will be given in advance of a Scheduled Downtime or a priority service interruption expected to last over one hour, and, in so far as possible, the timing will be arranged in agreement with the Customer.

    4. Changes will be prioritised by category. Four categories make up the system priority list: Immediate, Critical, Important, and Normal:

“Immediate” means a change must be performed immediately to preserve the environment from extended downtime or critical repercussions associated with the direct application of the change, addition or modification;
“Critical” means a change must be performed in a very short amount of time to protect the environment from either downtime or monetary impact (either cost or revenue) that affect the Customer’s business;
​”Important” means a time-sensitive change is required to correct a current Problem, modify an already scheduled feature to act as specified, or add a feature that was planned but not included in a regularly scheduled change;
“Normal” means a regularly scheduled change, addition or modification to either of five areas: network, operating systems, databases, applications or hardware/firmware.

5.4. Scheduled Downtime

Ambassify reserves the right to have the following Scheduled Downtime periods, which may be changed from time to time with the prior written consent of the Customer (such consent not to be unreasonably withheld or delayed):

Period Description Cumulative Duration Cap
Weekly Maintenance Maximum 6 hours
Daily Back Up No downtime

All maintenance work is done on an “as needed” basis, so the Scheduled Downtime periods in this SLA may or may not be used during each scheduled time-period but will in no event accumulate from one period to the next.
The figures quoted are the maximum Scheduled Downtimes permitted in any one period, however, with respect to weekly maintenance, it is estimated that such Scheduled Downtime will usually not exceed thirty (30) minutes. Downtime will be ordinarily scheduled between 08:00 P.M. and 02:00 A.M. (CEST) on Sunday evenings.

5.5. Unscheduled Downtime

The status page mentioned under article 5.2 of this SLA (which can be found here: https://status.ambassify.com), will at all times show the operational ability of the systems. In the event of Unscheduled Downtime, the Customer can check this website and/or subscribe to receive updates to be informed about when the Software Service will be back up.

5.6. Software Service Unavailability Penalties

Based on its monthly availability measurement reports, Ambassify will offer the Customer Service Credits in return for System unavailability, in accordance with article 8 of this SLA.

6. BACK-UP COPIES AND RESTORATION

6.1. Back-Ups Frequency and Type

As part of the Services, Ambassify will perform daily back-ups of the Customer Data and any other data stored on the Software Service.

6.2. Back-Up Storage

All back-ups of the Customer Data on media will be maintained in a secure location during the period that the Customer is receiving the Services. Back-ups are deleted ninety (90) days after they were made.

6.3. Database Restoration

Database restoration is included as part of the Services. Ambassify activates it upon the Customer's agreement or request, as soon as reasonably possible. Restoration of Customer Data on the Customer request is billed together with the invoices under the Agreement under the common standard rates of the sector.

6.4. Disaster Recovery

Disaster recovery is included as part of the Services. In case of a complete loss of service from the data center in which the Software Service is operating in the event of force majeure, Ambassify will restore operations at the same or a different location within the shortest possible time frame, and will use best efforts to ensure that restoration occurs in degraded mode within three (3) Business Days and full SLA level within seven (7) Business Days.

Notwithstanding Ambassify’s obligations in this SLA, the Customer recognizes that such an event may result in partial or degraded service when restored. Should this situation occur, Ambassify will ensure that the Software Service is made available under nominal conditions within the shortest possible time frame.

   
Recovery Time Objective (RTO) 3 Days
Recovery Point Objective (RPO) 1 Day

7. PROBLEM SOLVING AND BUG FIXING

7.1. Levels of support

Ambassify provides three different levels of support, which can be opted for by the Customer in the Order Document. The three levels are: Essential, Premium and Enterprise.

7.2. Support Desk

Subject to the timely payment of the Fees, Ambassify will provide support for the Software Service as part of the Services. Communications will be conducted in Dutch or in English, as requested by the Customer. The support desk will provide solutions to any Problems and Bug Fixing. All Errors must be logged and communicated to Ambassify. The channel of communication depends on the level of support:

Bronze Support ticket system Intercom
Silver Support ticket system Intercom and dedicated e-mail (support@ambassify.com)
Gold Support ticket system Intercom, dedicated e-mail (support@ambassify.com) and dedicated phone (+32 460 20 14 11)

Ambassify will notify the Customer upon any change in telephone number or e-mail. The support desk will be available during Business Hours only. Messages left between outside of Business Hours will be processed as from the next Business Day.

The Support Contact depends on the level of support:

Bronze Support team member
Silver Support team member
Gold Top priority, Core team member

Ambassify will use reasonable commercial endeavours to acknowledge receipt of the Error logged, and confirm that Ambassify started to work to fix it) within the response times corresponding to the level of service purchased, and provide a fix to the Error.

7.3. Limitations

If Ambassify agrees to remedy any Problems not covered by the terms of the Agreement or this SLA, the Customer will pay Ambassify for all such work performed at Ambassify’s mutually agreed consultancy rates.

7.4. Problem Classification

The following Problem definitions are used for classifying the Customer’s Problems (“Problem Classification Table”). Ambassify’s support engineer handling the Problem will work with the Customer to establish what severity should be assigned but in case of disagreement, the Customer’s opinion will take precedence. The following are the four levels used by Ambassify to prioritise the Customer’s Problem:

Severity 1 (Critical) The Problem has a major business impact: for example, there is complete Software Service failure, or multiple End Users are unable to access/use the Software Service.
Severity 2 (High) The Problem has medium business impact: for example, the Software Service service to multiple End Users is degraded, there is a significant loss of functionality, a major function is seriously degraded, incorrect or missing functionality without a workaround or a test or development environment is completely down.
Severity 3 (Medium) The Problem has minor business impact: for example, there is a technical or functional problem but a workaround exists. However, the issue needs to be resolved as soon as practicably possible as the workaround has a major impact on the Software Service and is only sustainable in the short term,for example, there is minor service degradation.
Severity 4 (Low) The Problem has minimal business impact; for example, how to, what if questions, documentation problems, cosmetic problems, or there is an accepted workaround

In the event that a Problem is discovered in the Software Service that causes the Software Service not to operate in conformance with the Agreement or the Documentation, the Customer may to the best of its knowledge notify Ambassify in writing by e-mail of the Problem (including a reasonable description and the severity level based on the Problem Classification Table). Ambassify will respond to such notice and will resolve Problems at the level of effort indicated by the Response Expectation Table (as defined below) below.

7.5. Response Expectation

The Response Expectation Table (as defined below) specifies the level of response that will be given to the Customer’s Problem at each step of the process based upon the assigned severity of the Problem, subject in any event to timely payment of the Fees and the Customer’s cooperation.

"Response Expectation Table"        
Severity Level Classification Bronze Silver Gold
1 Critical < 4h (Business Hours) < 2h (Business Hours) < 1h (Extended Business Hour)
2 High < 4h (Business Hours) < 2h (Business Hours) < 1h (Extended Business Hour)
3 Medium 1d (Business Days) 6h (Business Hours) < 4h (Extended Business Hour)
4 Low 1d (Business Days) 6h (Business Hours) < 6h (Extended Business Hour)
“Guaranteed Response Table”        
Severity Level Classification Bronze Silver Gold
1 Critical < 6h (Business Hours) < 4h (Business Hours) < 2h (Extended Business Hour)
2 High < 6h (Business Hours) < 4h (Business Hours) < 2h (Extended Business Hour)
3 Medium 2d (Business Days) 1d (Business Days) < 6h (Extended Business Hour)
4 Low 2d (Business Days) 1d (Business Days) 1d (Extended Business Day)
“Target Workaround Table”        
Severity Level Classification Bronze Silver Gold
1 Critical 1d (Business Days) < 6h (Business Hours) < 4h (Extended Business Hour)
2 High 1d (Business Days) < 6h (Business Hours) < 4h (Extended Business Hour)
3 Medium 2d (Business Days) 1d (Business Days) 1d (Extended Business Day)
4 Low 2d (Business Days) 1d (Business Days) 1d (Extended Business Day)
“Target Fix Table”        
Severity L​evel Classification Bronze Silver Gold
1 Critical As soon as reasonably possible As soon as reasonably possible As soon as reasonably possible, enterprise priority, special release
2 High As soon as reasonably possible As soon as reasonably possible As soon as reasonably possible, enterprise priority, special release
3 Medium As soon as reasonably possible As soon as reasonably possible Reasonible time, enterprise priority
4 Low Next release Next release Reasonible time, enterprise priority

7.6. Customer Obligations

During the Term, the Customer will (i) make all reasonable efforts to determine whether the Problem originates in the Software Service or is due wholly or partly to the use of the Software Service in a manner for which it was not designed; (ii) provide Ambassify with all relevant information when reporting a Problem, including, without limitation, the name of the person reporting the Problem, the date of the Problem and a description of the Problem or and such other diagnostic information as may be agreed between the Parties; (iii) provide all reasonable assistance to Ambassify necessary to reproduce and demonstrate any Problem; (iv) supply Ambassify with all documentation, test cases, sample data and anything else reasonably required by Ambassify to investigate and rectify the reported Problem; (v) notify Ambassify as soon as possible after the occurrence of any Problem that requires remedial maintenance; and (vi) timely pay all Fees due to Ambassify hereunder as per the terms of the Agreement.

8. SERVICE CREDIT REMEDY

If Ambassify fails to meet the performance and availability commitments in this SLA, Customer will be entitled to receive a credit against future subscription Fees (the “Credits”), without prejudice to any other damage the Customer may suffer. Credits are calculated as a percentage of the contract value of the month during which the failure occurred, as set forth in the table below.

Actual Uptime Percentage Service Credit
Higher or equal to 99.9%  0.0%
99.9% - 99.5% (inclusive)  2.5%
99.5% - 99% (inclusive) 5.0%
99% - 98% (inclusive)  7.5%
98% - 95% (inclusive)  10.0%
Less than 95%  15.0%

All requests for Credits must be sent by email to support@ambassify.com. To receive the Credits the Customer must be in good financial standing with Ambassify and request the credit within three (3) months following the month where the failure to meet the performances and availability commitments is recorded. All such claims remain subject to verification by Ambassify. Any Credits provided pursuant to this SLA will constitute Ambassify’s sole liability and Customer’s sole and exclusive remedy for any failure to meet the performance and availability commitments in this SLA.

Should the Customer disagree or otherwise challenge a measurement of uptime, the support provided by the support desk, or the Service Credits offered by Ambassify, it must notify Ambassify thereof in writing within forty-five (45) calendar days following the relevant incident and address the specific incident in dispute. In the event no amicable agreement can be reached between the Parties within a period of forty-five (45) calendar days following the aforementioned written notice, the dispute will be settled in accordance with Article 11.10 of the Agreement.