1.1. Quorso will provide and maintain the Platform in accordance with the terms of this SLA.
1.2. The following additional definitions apply in this SLA:
| Availability | Calculated as a percentage by subtracting Unscheduled Downtime during each calendar month from the total number of hours during such month, and thereafter dividing the difference so obtained by the total number of hours during such month x 100. All measurements of Availability will be calculated on a monthly basis for each calendar month during the Term of this Agreement; |
| Emergency Downtime | Relates to Downtime related to times where Quorso becomes aware of a genuine cyber security vulnerability which, based on a risk assessment of the vulnerability, Quorso deems to and demonstrates to the Client requires immediate remediation and, as a result the Platform is made temporarily unavailable to address the vulnerability for no more than 2 hours; |
| Incident | Means an event that causes, or threatens to cause degradation to the performance of the Platform; |
| Maintenance Window | Means a period of ongoing Scheduled Downtime for which notice is not required. Specified as Saturday: 6am to 12pm and Sunday: 6am to 12pm UK time; |
| Outage | Means a period of time where the Platform it is not available; |
| Quorso Service Desk | Means a Quorso team or logical grouping of teams whose function is to be the first point of contact for all incoming issues and requests relating to the Quorso Services (not generated by direct user contact, being an end customer of the Client and/or any operational staff of any entity other than the Client); |
| Response Time | Means the maximum period of time between Quorso becoming aware of an Incident (through it being logged with Quorso in accordance with the agreed service management processes) and commencing work to resolve the Incident. Response to the Client will include:
1. Incident Reference Number; 2. Incident Priority; 3. Results of initial investigation if any; 4. Details of resolution team if appropriate; 5. Email / Telephone Acknowledgment Date and time 6. Target resolution time if any; and 7. Time of next update, if different from that stipulated by the SLA; |
| Scheduled Downtime | Means the period of time during which the Platform is not accessible and capable of being used (in whole or in part) due to planned system maintenance performed by Quorso. Scheduled Downtime will be limited to the Maintenance Window, and will in any event be undertaken so as to cause minimum disruption or interruption to the Platform and its use by the Client and Permitted Users. |
| Support Hours | Means Quorso’s Business Hours on Business Days. |
| Unscheduled Downtime | Means the total amount of time during any calendar month, measured in minutes across the Service Availability Hours, other than Scheduled Downtime, Emergency Downtime, during which the core Features in the Platform does not respond to Client Requests. |
2.1. Service Level: Excluding any Scheduled Downtime or mutually agreed to Unscheduled Downtime, unavailability caused by factors outside of Quorso’s reasonable control or caused by third party actions, including but not limited to denial of service attacks and security compromises, Internet outages resulting from failures outside the control of Quorso’s third party hosting provider, corruption in Internet route information within a Tier 1 Internet route server environment, major connectivity failures within or between Tier 1 Internet service providers, corruption in Internet route information at any public or private exchange point, or corruption of root level DNS services, Quorso will use commercially reasonable endeavours to ensure that the Platform will be Available to Client for use during 99.5% of the time during each calendar month of the Term.
2.2. Monitoring: Client acknowledges that unplanned service losses will occur occasionally. However, Quorso shall use monitoring tools, which are designed to automatically alert Quorso’s personnel when identified service thresholds are reached. Quorso frequently reviews and refines its monitoring tools, techniques and procedures to improve service to its customers. Quorso reserves the right to modify the monitoring tools, techniques, procedures, vendors, and support services at Quorso’s discretion and without Quorso’s approval, so long as the changes adhere to generally accepted practice in the industry and do not adversely affect the Platform provided in accordance with this Agreement. Such changes to monitoring tools, techniques and procedures shall not in any way relieve Quorso of its obligations under this Agreement.
2.3. Exclusive Remedies: Excluding any Scheduled Downtime or mutually agreed to Unscheduled Downtime, unavailability caused by factors outside of Quorso’s reasonable control or caused by third party actions, including but not limited to denial of service attacks and security compromises, Internet outages resulting from failures outside the control of Quorso’s third party hosting provider, corruption in Internet route information within a Tier 1 Internet route server environment, major connectivity failures within or between Tier 1 Internet service providers, corruption in Internet route information at any public or private exchange point, or corruption of root level DNS services, in the event that the Platform is unavailable for Client’s use, Quorso shall provide Client with a “System Availability Service Level Credit” in the form of a credit issued in the next invoice equal to an amount calculated as follows:
| Variance from 99.5% SLA | System Availability Service Level Credit |
| 1% - 5% | = 3% of monthly Fee for the Platform |
| 6% - 10% | = 6% of monthly Fee for the Platform |
| 11% - 20% | = 9% of monthly Fee for the Platform |
| 21% or higher | = 15% of monthly Fees for the Platform |
In the event that the Platform is unavailable for Client’s use, Quorso shall commit to use commercially reasonable endeavours to maintain or restore the availability of the Platform.
2.4. Disaster Recovery: Notwithstanding the foregoing, Clients agrees that in case of a Force Majeure Event which results in a significant loss of Platforms performance, that Quorso will use commercially reasonable endeavours to restore Client’s access to the Platform at the same or different data centre location. Client acknowledges that such an event may result in a partial or degraded Platform for a temporary period after the Platform is restored and no Service Credits shall be applied.
When reporting an Error, Client will provide Quorso with all information necessary for Quorso to classify the Severity Level and reproduce the Error. On receiving a request for Technical Support, the Quorso Service Desk will gather the support request information including Client’s name, contact’s telephone number and an alternate telephone number. The Quorso Service Desk will categorize the Technical Support request and create a retrievable record thereof (including date and time of the Quorso’s receipt of the Technical Support request). Client will refer to the Software Problem Report Number issued by Quorso in the initial report of an Error, in all correspondence relating to such Error. Quorso will provide an initial response acknowledging each Error reported by Client, in accordance with the Severity Levels and response times identified below:
| Severity Level | Average Initial Response During Support Hours |
| 1 | 2 hours |
| 2 | 4 hours |
| 3 | 12 hours |
| 4 | 24 hours |
4.1. Updates. Quorso at its option may make updates, bug fixes, modifications or improvements to the Quorso Platform from time-to-time, including adding or deleting features and functions in an effort to improve your experience. Where such changes introduce new features which are materially new, the Client shall have the option to purchase such features, Quorso reserves the right to charge an additional sum for such features. Quorso will not make changes to the Platform that materially reduce the functionality of the Platform as provided prior to the changes being made.
4.2. Feedback. If Client elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Quorso (collectively, “Feedback”), Client hereby grants Client a worldwide, perpetual, non-revocable, sub-licensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise, however Quorso will not identify Client as the source of the Feedback. Nothing in this Agreement limits Quorso’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
If you pay us a Fees for the Platform, phone, email and in-app support is included at no additional cost. Phone support for these Subscriptions is available during Support Hours. Quorso accept email and in-app support questions 24 Hours per Day x 7 Days per Week. Email and in-app questions can be submitted through accessing the Quorso help site, which is accessed through the application. Email and in-app responses are provided during phone support hours only. Quorso attempt to respond to email and in-app support questions within one business day; in practice, our responses are generally even faster. Quorso do not promise or guarantee any specific response time.
