Save where provided otherwise in these Managed Services Terms or the other documents comprising the Agreement, or otherwise defined below, capitalised terms used herein shall have the meaning given in the Terms and Conditions.

1. Definitions Applicable to the Managed Services

1.1 “Authorized Representative”, “Error” and “Error Correction” shall have the meanings given to them in the Software Support Terms.
1.2 “Incident” means an event occurring within the Supported Systems which is not part of the standard operation of the Supported Systems and that causes the Supported Systems to be inoperable or to operate improperly. Incidents with the Supported Systems shall be treated as Errors and will be investigated in accordance with the Software Support Terms.
1.3 “Maintenance Period” means, with respect to the Licensed Software, a scheduled maintenance window that has been identified and, where reasonably practicable, mutually agreed between the Parties.
1.4 “Managed Deliverables” means any analytics, configuration and scripts authored by us for you as part of any Professional Services engagement and to which these Managed Services Terms apply (as confirmed in the Order form or a Statement of Work).
1.5 “Managed Services” means the post implementation support services provided by us to you as defined in clause 2 of these Managed Services Terms.
1.6 “Production Date” means the day on which your production data first flows through the Production Environment.
1.7 “Production Environment” The environment where the Licensed Software or Supported System (as applicable) is fully deployed and made operational, live in production for the Permitted Use.
1.8 “Resolve” means to repair, replace, reconfigure, reinstall, re-route, or otherwise provide a workaround or solution to an Incident or Error that brings the Supported Systems or Licensed Software (as applicable) into material conformity with its functional specifications as set out in the Documentation, or a procedure or routine that, when observed in the regular operation of the Supported Systems or Licensed Software (as applicable), avoids the practical adverse effect of such nonconformity. “Resolution” and “Resolved” shall have corresponding meanings.
1.9 “Service Request” means any request, submitted via the Support Portal on an ad hoc basis, from a user’s Authorized Representative that initiates a service action which has been agreed between the parties as forming part of these Managed Services.
1.10 “Supported Systems” means the Licensed Software and the Managed Deliverables running on your Production Environment.

2. Managed Services

2.1 Managed Services shall commence on the Production Date.

2.2 We will perform tasks reasonably required to maintain the operability of the Licensed Software or the Supported Systems (where applicable).

2.3 Authorized Representatives may raise Service Requests to request our assistance with operational tasks they cannot perform themselves, e.g. provision of ad hoc data extracts, participation in disaster recovery testing exercises, technical assistance in relation to the Licensed Software or Supported System (as applicable), or minor configuration changes, subject to the following:

2.3.1 Up to 20 hrs/month will be allocated for the provision of Service Requests;

2.3.2 Service Requests we reasonably deem to be out of scope, or which exceed the monthly allocation may be provided at our discretion and will be charged for additionally.

2.4 We will regularly monitor, using available monitoring tools and provided such monitoring has been enabled by you, the Licensed Software or Supported Systems (as applicable) during Support Hours, to identify and react to abnormal conditions or behaviour, and create tickets to track, respond to and Resolve any identified Errors or Incidents.

2.5 We will record, classify, and attempt to diagnose and Resolve Errors or Incidents identified as soon as reasonably practicable. We will contact your Authorised Representative(s) for further information if required by us after an Error or Incident has been logged and close the Error or Incident upon Resolution. Errors or Incidents originating outside the Licensed Software or Supported Systems (as applicable), or excluded from the Managed Services under clause 5, will be referred to your Authorized Representatives for their resolution.

2.6 We will deploy Versions of the Licensed Software to maintain compliance with the version control policy referred to in the Software Support Terms.

2.6.1 Deployment frequency shall be determined by us. We will agree with you, where reasonably practical, a Maintenance Period within which such Version shall be deployed.

2.6.2 We may identify emergency Errors or Incidents that require a Version to be deployed to address a critical bug or security vulnerability. You shall act promptly to agree at short notice a period during which we can deploy such Version (an “Emergency Fix Period”).

2.6.3 Where requested, you must provide us with access to an adequate testing environment where any new Version can be tested.

2.6.4 You will, before commencing use of any such change in live operations, also perform thorough testing for any defects. We will not be responsible for resolving defects within the Supported System or Licensed Software that have been signed off by you during your testing, unless specifically agreed otherwise by us.

2.6.5 If you decline (i) to agree to a Maintenance Period or Emergency Fix Period, (ii) to test, or allow us to test, in accordance with clause 2.6.3 or 2.6.4; or (iii) to allow us to deploy a Version (including to deploy in your Production Environment), then you accept that (a) our ongoing obligation to provide the Managed Services and Software Support Services to you shall be suspended without any liability whatsoever to you until such time as you make available a Maintenance Period in which Versions can be tested and deployed, and (b) your use of the Licensed Software or Supported Systems may be at risk of security vulnerabilities and degraded performance, for which we accept no liability. Any suspension of provision of Managed Services and/or Software Support Services by us shall not affect your obligation to pay any fees due under this Agreement.

2.6.6 We shall not be responsible or liable for any failure to deploy Versions if such failure is due to any restriction, limitation, defect, or incompatibility in any of your third-party applications, operating system, infrastructure, software, or custom configurations. You acknowledge and agree that our ability to deploy such Versions is contingent upon the proper functioning and compatibility of your systems. Any additional work required to remedy such issues shall be subject to a separate agreement and additional fees.

3. Error/ Incident Definition and Severities

3.1 Error and Incident Definition and Response Times are as set out in the Software Support Terms (Incidents shall be classified in the same way as Errors, but in relation to the Supported System). However, if we raise a support ticket, the First Response set out in the Software Support Terms shall begin when we log that ticket on the Support Portal with an initial determination of the severity level of the ticket.

3.2 If any ticket is determined to be related to excluded systems (i.e. not the Licensed Software or Supported System) or is caused by an excluded activity (as set out in clause 5), we will conduct no further work on the ticket, other than to close it.

4. Service Level Agreement

4.1 Our service level performance shall be measured per month and calculated as follows:

4.1.1 Service Level Performance = (A/B) * 100 where
A = equals the total number of Errors/ Incidents reported to us within the relevant month where the First Response time was less than or equal to the applicable Response Period (excluding any tickets for “excluded” issues)
B = equals the total number of Errors/ Incidents reported to us within the relevant month (excluding any tickets for “excluded” issues)

4.1.2 The Service Level Performance shall be met if it is equal to or greater than 95% (“Performance Standard”).

4.1.3 We will provide you with a quarterly service report outlining our Service Level Performance for the immediately preceding quarter together with any supporting evidence reasonably requested by you to verify such report.

4.2 If the Service Level Performance falls below the Performance Standard, the parties will promptly undertake a performance review to determine how to improve the performance of the Managed Services.

5. Exclusions

5.1 In addition to the exclusions set out in clause 2 of the Software Support Terms (which shall also apply to the Supported Systems and to the provision of the Managed Services), the following are not included within the Managed Services and shall be provided at our discretion and charged for additionally:

(a) Configuration of the Licensed Software or Supported System beyond the initial deployment;

(b) Development of new functionality, data feeds or dashboards within the Licensed Software or Supported System;

(c) Support for or diagnosis of issues related to code developed by you or any third party on your behalf.

5.2 We will not in any way be liable for delay or failure to provide Managed Services where such failure or delay is caused by you or any third party (including your Computer Provider), nor do we provide support for any third-party system or environment. Issues originating outside the Licensed Software or Supported Systems will be your responsibility to resolve. Reasonable efforts must be made by you to resolve issues impacting our ability to provide the Managed Services.

6. Your Obligations

6.1 In addition to those obligations listed elsewhere in the Agreement, you will:

(a) grant us free of charge access to the Customer Computer on which the Licensed Software is installed to the extent which is necessary for us to perform the Managed Services and Software Support Services. Where remote access is not made available by you, our provision of the Managed Services and Software Support Services shall be suspended until such time as we are provided access and we shall accept no liability for any Errors or Incidents which would not have occurred had we been granted such access;

(b) not disable or restrict the monitoring and alerting functionality. During any period in which any of these are disabled or restricted, our obligations to meet the SLAs and to provide Software Support Services and Managed Services will be suspended;

(c) appoint up to ten Authorised Representatives who are authorised to raise tickets on your behalf and from whom we shall be entitled to take instruction with regard to the Managed Services.

6.2 We are entitled to assume that any of your data which we have access to is backed up and we will not be liable to you or to any other Person for any loss arising out of any failure by you to keep full and up-to-date back up copies of your data.

6.3 You are responsible for the definition, sourcing, connectivity, availability, quality, mapping, ingestion, manipulation, archive, deletion, analysis, display and export of all data, including all configuration of the Licensed Software or Supported System to achieve this. You are responsible for the contracting and payments to third party providers of data.

6.4 You are responsible for the connectivity with your upstream or downstream systems or services.

6.5 You are responsible for managing access to the Licensed Software or Supported Systems for all your users and systems, including creating, managing, and deleting accounts, password resets and access control.

6.6 You will inform us of any change you intend to make which may impact the Licensed Software or Supported Systems. Changes which make the provision of the Managed Services more difficult may result in additional fees.