Service Level Agreement

dated January 13, 2016

      1. Definitions

All terms defined in this SLA shall have the meaning set out in the Terms and Conditions, unless defined otherwise below.

“Bug”
means an unwanted or unintended property of the Solution that can be reproduced and causes the Solution to malfunction but does not affect the availability of the Solution;
“Business Day”
means Monday to Friday excluding any national holiday in UK;
“Business Hours” means 09.00 – 19.00 local UK time, on a Business Day;
“Version” means the version of the Solution generally available on the Effective Date;
Emergency Maintenance means maintenance, upgrades, Updates, repairs to hardware and software related to resolving immediate problems causing instability in the Solution;
“Incident” means a malfunction of the Solution which can be reproduced, is not a Bug and whose root cause is found in the hosting service, network, hardware or third party software components;
“Planned Maintenance” means maintenance and repairs to hardware and software which are non-critical and not urgent,;
“Release” means a modification in the functionality of the Solution which results in a change in the Version;
“Updates” means any new or updated applications services or tools (including any software programmes) made to the Solution or Services during the Term.
      1. Hosting Services

Hosting services shall include hosting of the Solution together with related components and Customer Data which make the Solution and Services available for access via the Internet using standard Internet protocols, HTTP or HTTPS.

T Dispatch shall provide hardware, software, space, power, Internet connectivity and other components necessary for making the Solution and Services available via the Internet.

T Dispatch shall use a data centre environment with appropriate security which corresponds to the industry standard practices in the UK and the Services and Solution will be provided subject to the terms of the SLA.

      1. Availability

T Dispatch shall make the Solution available to the Customer and Authorised Users during the Term of the Agreement via the Internet 99.5% in each calendar month, during Business Hours.

Any unavailability of the Solution shall be calculated from the time a problem with the Solution is registered with T Dispatch and ends when the Solution is restored and operates substantially in conformance with this SLA.

Availability in each calendar month shall be calculated as follows:

(hours in month – Excluded Hours*) – (hours Solution unavailable in month) x 100/ hours in month

*Excluded Hours shall include all of events set out in clause 6 of this SLA and Planned Maintenance.

Further, T Dispatch shall have no liability to the Customer (including payment of any service credit) if the Solution is unavailable to the Customer as a result of: (i) any breach of the Customer’s obligations set out in clause 6 of this SLA; (ii) use of the Solution on a system not supported by T Dispatch or specifically agreed in writing in the Agreement; (iii) unavailability of telecommunications; (iv) faults or omission of ISPs; (v) any lack of connectivity caused by a third party; (vi) any Bugs or defects in any third party software that interacts with the Customer’s data once it leaves T Dispatch’s data centres; (vii) any denial of service attacks, network floods and hacking; (viii) interconnection of the Solution with other software products not supplied by T Dispatch; (ix) any DNS issues not within the direct control of T Dispatch i.e. a fault on the Customer’s network or own equipment configuration; (x) problems or errors that occur while T Dispatch is waiting for the Customer to provide information to enable it to rectify a fault or restore services; (xi) faults caused by the Customer’s management or connection to the Solution; (xii) any Customer App Store issues not within the direct control of T Dispatch, i.e. changed or wrong access details to Customer’s accounts; or (xiii) the Customer failing to take part in training offered by T Dispatch, necessary for use of the Solution.

      1. Support Services

T Dispatch shall provide a remote support service in English for the Solution and Customer platform during Business Hours. Services shall include: (i) email ticketing support; (ii) remote diagnosis; and (iii) where possible correction of faults.

If additional on-site support is required in any calendar month this shall be provided by T Dispatch at its standard daily consultancy rate of 800 GPB plus Travel Costs. Such additional on-site support shall only be provided at the office of the Customer set out in the Order Form.

Support services shall not be provided for issues arising from: (i) modifications, alteration or configuration of the Solution or Services by the Customer or a third party that have not been authorised in writing by T Dispatch; and/or (ii) technology or IPR that has not been provided by T Dispatch pursuant to the Agreement.

Problems will be dealt with in accordance with their level of severity. The time frame in which problems will be resolved will depend upon whether they are classified as a Bug or Incident.

      1. Maintenance Services

The Version of the Solution shall be made available to the Customer for the Term of the Agreement. Any new or amended Version as well as updates or releases will be provided to the Customer during the Term at T Dispatch’s sole discretion.

The Customer must submit new feature requests in writing to T Dispatch. Any new feature will only be added to the development queue, if T Dispatch determines at its sole discretion that such new feature will be of benefit to the Solution and its other customers generally.

T Dispatch shall conduct Planned Maintenance activities to ensure the continued integrity of the Solution. Planned Maintenance shall be carried out from 08.00am to 12.00pm local UK time but reserve the right to change this upon giving the Customer notice of the change. T Dispatch shall give the Customer at least 24 hours prior notice of any Planned Maintenance.

T Dispatch shall where possible, provide the Customer with prior notice of Emergency Maintenance. However, Emergency Maintenance may start at any time and shall continue until completed. T Dispatch shall attempt, but cannot guarantee scheduling Emergency Maintenance during non-Business Hours.

      1. Customer’s Obligations

The Customer shall: (i) permit the T Dispatch and its personnel to access the Customer’s premises as is reasonably required for the purposes of performing the Services. Except in the event of emergency or agreed out-of-hours downtime, access shall be restricted to Business Hours; (ii) provide all suitable hardware, software, space, power, Internet connectivity and telecommunications equipment required for accessing the Solution and Services; (iii) have responsibility for the network connection between T Dispatch’s hosting centres and the Customer’s premises (backend) connection to a telecommunications network; (iv) operate a computer system capable of running the TCP/IP network protocol and an Internet web browser and use a web browser that supports JavaScript; (v) inform T Dispatch without delay of any problems with the Solution or Services; (vi) purchase upgrades for its own software, if necessary, for the error free operation of its own software with the Solution and Services; (vii) have and maintain reputable internet security and anti-virus hardware and software; (viii) ensure that the Solution is operated in a proper manner by the Customer’s employees; (ix) nominate a person to be available to liaise with and respond to queries from T Dispatch; (x) maintain continual backups of all data.