Service Level Agreement

An agreement defining our service provider levels for SaaS enterprise customers

From: Nowhere Group Ltd (nowhere) of 6 Lichfield Street, Burton-on-Trent, Staffordshire, DE14 3RD, United Kingdom.

1. Service Level Agreement

1.1. This Service Level Agreement (SLA) applies to and is incorporated by reference into the ordering document (the “Master Agreement”) made by and between the Service Provider (nowhere) and the Client (as identified on the Master Agreement).

1.2. The service level applies to the availability of systems (“nowhere System(s)”) including all licenced nowhere applications (as identified on the Master Agreement).

1.3. nowhere may modify the terms and conditions of this SLA from time to time by posting the amended SLA to nowhere’s website, but will provide sixty (60) days advance notice to the Client before reducing the benefits offered under this agreement.

2. Availability

2.1. In this SLA Schedule, “Available” means that the nowhere System is substantially available for access by the Client in accordance with the terms of this Agreement as shown by nowhere’s own system, and “Unavailable”, “Availability” and “Unavailability” shall be interpreted accordingly.

2.2. nowhere will use all reasonable endeavours to ensure that the nowhere System is Available for no less than 99.99% over a rolling 30-day period during the term of the Agreement, save for as excluded under section 3.

2.3. nowhere shall maintain records of Availability, which it shall publish on the nowhere website on a monthly basis.

3. Exclusions

3.1. The nowhere System shall not be deemed Unavailable if it is not substantially available for access by the Client as a result of:

3.1.1. any scheduled interruptions of up to 2 days per calendar month for maintenance purposes which are notified to the Client in advance; or

3.1.2. any use of the nowhere System by the Client other than in accordance with this Agreement, or

3.2. for any reason beyond the reasonable control of nowhere, including:

3.2.1. failures of an internet service provider;

3.2.2. failures of a third-party service provider of the Client;

3.2.3. failures of any of the Client’s own technical systems or infrastructure.

4. Support

4.1. “Corrective Maintenance” means any amendments that are required to be made to the nowhere System in order to resolve an "Error(s)” and to ensure that the nowhere System performs substantially as intended.

4.2. “Critical Updates” means updates to the nowhere System which are essential to the use of the nowhere System substantially as intended or as required under the terms of this Agreement.

4.3. “Equipment” means any computer equipment on which the nowhere System is used.

4.4. “Error(s)” means any failure of the nowhere System to perform as intended.

4.4.1. “Fatal Error” means the Error (i) results in the complete unavailability of the nowhere System or (ii) the Error results in a complete failure of the nowhere System to enable access to the authentication system, questionnaire or admin area.

4.5. “Initial Response Time” is the period during the UK office hours of 09.00 to 17.00 on a Business Day, starting from the time nowhere receives the “Issue Notification” from the Client, within which nowhere will acknowledge receipt of the notification.

4.6. In this SLA schedule, “Issue Notification(s)” refers to when a Client notifies nowhere of any Errors with the nowhere System using the Client’s notice email address as set out in the Master agreement. nowhere is not obligated to respond to Issue Notifications made by any other means.

4.7. “Interim Report Period” means the period during the UK office hours of 9.00 to 17.00 on a Business Day, starting from the time nowhere receives the Issue Notification from the Client, within which nowhere will assign the Issue Notification a support issue reference and inform the Client of the Corrective Maintenance to be undertaken.

4.8. “Minor Error” means the Error results in (i) the performance of the nowhere System falling noticeably, but not affecting the functionality of the authentication system, questionnaire or admin area of the nowhere System or (ii) cosmetic defects.

4.9. “Serious Error” means the Error results in the performance of the nowhere System falling to a level that substantially affects the functionality of the authentication system, questionnaire or admin area of the nowhere System but a solution is available to allow limited access to the authentication system, questionnaire or admin area.

4.10. nowhere shall respond to an Issue Notification in accordance with the response times set out below and will use all reasonable endeavours to perform Corrective Maintenance as required to resolve the Error subject of the Issue Notification.

5. Response times

5.1. Response times to an Issue Notification shall be as follows:

5.2. nowhere shall provide reasonable email and phone consultation to the Client if Corrective Maintenance is required.

5.3. nowhere shall maintain records of all Issue Notifications, responses and response times, Errors, Critical Updates and Corrective Maintenance, which it shall provide to the Client electronically on a monthly basis (as applicable), as well as updates in respect of ongoing Issue Notifications.

5.4. nowhere shall without additional charge to the Client:

5.4.1. implement Critical Updates issued generally by nowhere to users of the nowhere System after the Effective Date;

5.4.2. on request, supply documentation to the Client detailing all changes contained within a Critical Update; and

5.4.3. provide unlimited phone consultation to the Client in respect of Critical Updates.

5.5. nowhere shall be under no obligation to provide services in respect of:

5.5.1. any software other than the nowhere System provided by nowhere to the Client under this Agreement;

5.5.2. any unauthorised use of the nowhere System, or use of the nowhere System other than in accordance with this Agreement;

5.5.3. any fault in the Equipment;

5.5.4. any failure of any third-party products or services;

5.6. nowhere reserves the right to discontinue nowhere Systems in respect of any prior version of the nowhere System if a superseding version has been made available to the Client at no cost.