Service level agreement

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Effective as of January 1st, 2021, Upodi ApS, (“Upodi”) and its subsidiaries, (collectively, “Upodi” or “we” or “us” or “our”) have updated our Service Level Agreement (“Agreement”).

This Service Level Agreement ("SLA") between Upodi ApS, ("Upodi", "us" or "we") and users of the Upodi Services ("you") governs the use of the Upodi Services under the provisions of the Upodi Terms of Service (the "Terms").

For more detailed information on our legal agreements, please visit www.upodi.com/legals/.

Introduction

Unless otherwise provided herein, this SLA is subject to the provisions of the Terms. Capitalized words and phrases have the meaning specified in the Terms. We reserve the right to change the terms of this SLA in accordance with the Terms.

Definitions

“Applications” mean the hosted software applications, user interfaces (other than Customer Interface Elements), and related Documentation and programming, to which Upodi provides access pursuant to a Service Order.
“Business Hours” means Monday till Friday 09:00 to 17:00, not applicable to public holidays.
“Maintenance” means scheduled Unavailability of the Hosted Services, as announced by us prior to the Hosted Services becoming Unavailable.
“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Upodi Services were Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Upodi SLA Exclusion.
“Professional Services” means custom-scoped services described in an SO and/or SOW and provided to Customer on a one-time basis (rather than on a continuing or recurring basis).
“Service Credit” means a credit denominated in EURO, calculated as set forth below, that we may credit back to an eligible account.
“Services” means, collectively, Subscription Services and Professional Services.
“Subscription Services” means a predefined combination of Applications, hosting and support provided by Upodi to its customers on a subscription basis for recurring fees.
"Uptime" means; the total monthly minutes, minus any announced maintenance window.
“Upodi Services/Services” means, collectively, Subscription Services and Professional Services.
“Unavailable/Unavailability” mean: You are not able to access the Upodi Services, Applications, due to connectivity issues as confirmed by our monitoring (see trust.upodi.com).

Service Commitment: 99.9% Uptime

Upodi will use commercially reasonable efforts to make the Upodi Services available with a Monthly Uptime Percentage of at least 99.9% during any monthly billing cycle (the "Service Commitment"). Subject to the Upodi SLA Exclusions, if we do not meet the Service Commitment, you will be eligible to receive a Service Credit.

Uptime is calculated Monthly using the following formula:

Uptime % = (Uptime – Downtime) / Uptime * 100

A Monthly Uptime Percentage of 99.9% means that we guarantee you will experience no more than 43.20 min/month of Unavailability.

Service Commitments and Service Credits

Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments, e.g. for training, etc.) for the monthly billing cycle in which the Unavailability occurred in accordance with the schedule below:

For Monthly Uptime Percentage, less than 99.9% but equal to or greater than 99.0%, you will be eligible for a 10% Service Credit.

For Monthly Uptime Percentage less than 99.0%, you will be eligible for a 30% Service Credit.

We will apply any Service Credits only against future payments for the Services otherwise due from you. At our discretion, we may issue the Service Credit to the credit card you used to pay for the billing cycle in which the Unavailability occurred. Service Credits will not entitle you to any refund or other payment from Upodi. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than five-hundred Euro (€500 EUR). Service Credits may not be transferred or applied to any other account.

Sole Remedy

Unless otherwise provided in the Terms, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the Upodi Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by emailing helpdesk@upodi.com. To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:

  • the words "SLA Credit Request" in the subject line;
  • the dates and times of each Unavailability incident that you are claiming;
  • the account handle(s); and
  • logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

Unplanned breach, issues or maintenance

Upodi commits to providing the Services rendered. Any direct costs within Upodi associated with the guarantee, ordinating from issues and/or problems from providing the service is non-subject to you as a customer. Upodi cannot claim fees from you as the customer, for services breached within, or arising from the scope of issues and maintenance.

Planned Maintenance

Upodi thrive to deliver application updates and release in time windows less impacting our customers. These windows are subjects, communicated as “planned maintenance” and are change controls to:

  • Support on-going product and operational projects to ensure optimal performance and reliability of Upodi.
  • Deploy non-critical service packs or patches.
  • Periodic redundancy testing and verification.

Upodi will release two (2) major updates and eight (8) minor changes throughout the year.

Where possible planned maintenance will be posted 7-days prior; however, certain circumstances may preclude us from doing so, such as an immediate threat, application error or wide scale issue causing the interruption. Any planned maintenance will be posted at https://trust.upodi.com at which you may subscribe to alert notifications.

SLA Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of the Upodi Services, or any other Upodi Service performance issues:

  • That result from a suspension or Remedial Action, as described in the Terms;
  • Caused by factors outside of our reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the Upodi services;
  • That result from any actions or inactions of you or any third party;
  • That result from the equipment, software or other technology of you or any third party (other than third party equipment within our direct control);
  • That result from failures of Upodi Services not attributable to Unavailability; or
  • That result from any Maintenance announced here https://trust.upodi.com.
  • That result from DNS issues, DDOS attacks, public denial-of-internet to parts, or whole levels of the public internet and/or threat levels causing Upodi to take the service offline, to protect the integrity of the customer data.

If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.

Customer helpdesk

We offer customer helpdesk via ticket based requests. You may issue any request to helpdesk@upodi.com. Upodi seeks to respond to these requests within 48 hours in regular Business Hours.

Critical issues (Unplanned downtime, or several issues causing in-ability of accessing the Upodi applications) raised by requests, are sought to commence resolution within 2 hours.

We do not guarantee a final window of resolution on your case. Any update to general issues, will be posted and updated on https://trust.upodi.com. Customer specific issues, will be communicated directly to your main technical contact.

Severity Impacted by Response level Issued to
Normal (standard) Question, request, looking for guidance or general request for information 48 Business Hours Helpdesk
Critical Loss of business due to inaccessibility to Upodi and/or severe application issue(s) 2 Hours Helpdesk

*) You may have extended support capabilities as part of an enterprise agreement. Please refer to the operational procedures of this contract.

More Information

Hopefully that has clarified things for you and as was previously mentioned if there is something that you aren't sure or need clarifications, we highly encourage you to contact us through www.upodi.com.

Please post any questions regarding this agreement to our general legal counsel legal@upodi.com This includes questions regarding data compliance, privacy, terms of service, service level agreement or cookie policy. You can find additional information at www.upodi.com/legals/.

This agreement is owned and published by:

Upodi ApS Åbogade 25A, st. 8200 Århus C CVR. 38558862 Version 18.0501