DATED                                                                                        2023

(1) Timebeat.app Ltd (“Timebeat or Supplier”)

- and –

 (2) [                     ] (“the Client”)

MAINTENANCE AND SERVICE LEVEL AGREEMENT

1.     ADDITIONAL DEFINITIONS

“Fault” means any error, defect, degradation or malfunction.

“Fault Correction” means a repair, modification or other appropriate fix that corrects a Fault.

“Maintenance Services” means the maintenance services performed by Supplier pursuant to this Maintenance and Service Level Agreement.

“Response Window” means the hours a support ticket is under SLA for a response. This is typically between 09:00-18:00 Monday to Friday during UK working business hours. Severity 1 faults are responded to outside of the Response Window

“Service Levels” means the service levels in accordance with which the relevant Supplies must be provided, as stated in the Order Documents.

“Severity Level” means the classification that denotes the severity of a Fault.

“Supplies” means Products and Licensed Software.

“Support Request” means a notification by or on behalf of CLIENT of the occurrence of a Fault or to request some other technical support in relation to the Products.

“Update” means any modification, enhancement, upgrade, new or substitute release or version of or to the relevant Licensed Software, and any new software that results from combining existing Licensed Software with any other software.

“Work-Around” means any temporary work-around, patch or bypass in order temporarily to correct the relevant Fault, provided that functionality, compatibility or use is not adversely affected and the Work-Around is not unduly burdensome to CLIENT.

2.     SUPPORT AND MAINTENANCE

2.1  Support Requests.  Client may place Support Requests via Supplier’s helpdesk, which shall be contactable (on a 24 x 7 x 365 basis, unless other hours are stated in the Order Documents), using the internet, telephone and email contact details that Supplier shall advise to Client prior to commencement of the Maintenance Services.

2.2  Severity Levels.  Severity Levels shall be assigned by CLIENT, acting reasonably, when placing the relevant Support Request, in accordance with the following criteria, upon submission to the Supplier the Supplier may amend the Severity Level:

2.3  Support Response.

(a)   Upon receipt of a Support Request, Supplier shall promptly: (i) allocate a unique Support Request ticket; (ii) acknowledge receipt of the Support Request (via telephone or email) and notify CLIENT of the ticket reference al located; (iii) commence diagnosis and correction of the relevant Fault; and (iv) correct the Fault through implementation of a Fault Correction or Work-Around in accordance with the relevant timeframe stated in Section 3.9. The activities in the prior subsections (i), (ii) and (iii) collectively comprise a response to the relevant Support Request and are all required to constitute a Support Request response.

(b)   If the Support Request relates to a Severity 1 or 2 Fault, Supplier shall notify CLIENT of the Supplier Personnel assigned to the Support Request, advise CLIENT of the expected time for correction of the Fault, keep CLIENT advised of progress, and notify CLIENT of completion of the Support Request response.

2.4  Work-Arounds.  Notwithstanding the availability of a Work-Around, Supplier shall continue to work to correct the Fault permanently and provide CLIENT with a permanent Fault Correction within (i) ten (10) days for a Severity 1 or 2 Fault and (ii) three (3) weeks for a Severity 3 or 4 Fault.

2.5  Fault Escalation.  If the relevant Fault has not been corrected within the relevant timeframe stated  in Section 3.9, Supplier shall escalate the Fault immediately to senior Supplier Personnel, who will continue corrective maintenance in an expeditious manner, keep CLIENT advised of progress and the expected timeframe for the Fault Correction, and notify CLIENT of completion of the Fault Correction.

2.6  Service Levels.  Supplier shall ensure its provision of support and corrective maintenance meets the Service Levels stated in the following table:

*Calculated from time the relevant Support Request was placed. In the event Support Request was placed outside response window, it will be calculated from the first moment the response window starts from.

2.7  Material Service Level Breach.  It will be deemed a material breach of the Order Documents if Supplier fails to: (i) meet the relevant Service Level for correcting a Severity 1 or 2 Fault on two or more occasions during any consecutive 90-day period; and/or (ii) correct a Severity 1 or 2 Fault within seventy-two (72) hours of the relevant Support Request being placed.

3.     PERMITTED EXCLUSIONS

• Supplier shall not be responsible for any Service Level failure to the extent arising as a direct result of (i) failure by CLIENT to fulfil its responsibilities (if any) expressly stated in the Order Documents, or (ii) faulty equipment (not supplied by or on behalf of Supplier or any of its Affiliates) of CLIENT or any of its Affiliates. Defects to equipment through the improper configuration or use of the device.

• Supplier may assist with network configuration but is ultimately not responsible for network configuration services

• Supplier shall not be responsible for any 3^rd party software or services.

4.     Alternative solutions

• For any service, configuration or questions, CLIENT can utilise the community support portal where guides are located, and comments can be placed at the bottom of the page. There is no SLA for response times or solutions with this method.

• If a guide is not available online a request can be submitted through the support portal. 

5.     Recommendations and contact

• It is recommended to use the online ticket submission system for all Support requests, however other methods are available below

• Methods of contact are:

Online Portal: xxxxxxx

Email: xxxxxxxx

Phone: XXXXXXXX

SIGNED for and on behalf of

Timebeat.app Ltd

Signature……………………………………………………………

Name……………………………………………………………………

Position…………………………………………………………………

SIGNED for and on behalf of

[CLIENT                                                        ]

Signature………………………………………………………………

Name……………………………………………………………………

Position…………………………………………………………………

Order Form

This Work Order is entered into pursuant to the Conditions set out in the Agreement between Timebeat.App Ltd and the Client named below on the date named below.

• Agreement date:

• Contract reference:                

• Assignment Period:

            Start date:          

End date:            

• Assignment: Support services in line with agreement dated (INSERT DATE)

Fees:  

Fixed Price = £xxxxx

Expenses (if any): To be agreed in advance by both Timebeat and Client                         

Allowances Rate (if any):

Payment Terms:                              100% of Fee upon Start date initiation (the start date = £xxxxxx)              

• Notice Period to terminate Schedule: 30 days prior to the end of the Contract

• Normal Working Days:                Monday to Friday only 9:00 to 18:00 (Saturday, Sunday and Bank                                                                                                                                                          Holiday work to be agreed in advance)

• Normal Working Hours: 8 hours per Normal Working Day

• Renewal terms: This support agreement will automatically continue for a renewal term of 12 months in

  the event a minimum of 30 days notice is not given prior to the end of the initial term.