RULER – HELPDESK SERVICE LEVEL AGREEMENT

Introduction:

(1) The Helpdesk provides technical support services to support the Company’s products and services and has reasonable skill, knowledge, qualifications and experience in that field.

(2) The Customer requires the Support Services.

(3) The Helpdesk shall provide the Support Services to the Customer subject to, and in accordance with, the terms and conditions of this Agreement.

1. Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day” means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in the UK;
“Business Hours” means the opening hours of the Helpdesk which shall be 08.30 to 17:00, Monday to Friday;
“Customer Representative” means the person who shall be responsible for liaising with the Helpdesk, or such other person who the Customer may from time to time nominate;
“Commencement Date” means the date on which this Agreement comes into force pursuant to Clause 2;
“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement or otherwise (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked or may be interpreted as such);
“Issue Level” means the severity level of a Support Request as defined in Clause 6;
“Response Time” means the time within which the Helpdesk must respond to a Support Request as set out in Clause 6;
“Service Levels” means the agreed levels to which the Helpdesk’s performance in providing the Support Services must adhere as set out in Clause 6 and shall include the Helpdesk’s compliance with the Issue Levels and corresponding Response Times set out in Clause 6;
“Helpdesk Representative” means the person who shall be responsible for liaising with the Customer Representative in accordance with Clause 6, or such other person who the Helpdesk may from time to time nominate;
“Helpdesk Performance Representative” means the person who shall be responsible for the monitoring of the provision of the Support Services in accordance with the Service Levels under Clause 6, or such other person who the Helpdesk may from time to time nominate;
“Support Request” means a request for Support Services submitted by the Customer to the Helpdesk by means of support ticket or email;
“Support Services” means the support services to be provided by the Helpdesk to the Customer as set out in Clause 6; and
“Term” means the term of this Agreement as set out in Clause 2.

1.2 Unless the context otherwise requires, each reference in this Agreement to:

1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
1.2.4 a Schedule is a schedule to this Agreement; and
1.2.5 a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.
1.2.6 a “Party” or the “Parties” refer to the parties to this Agreement.

1.3 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

1.4 Words imparting the singular number shall include the plural and vice versa.

2. Term of Agreement

This Agreement will come into force on the Commencement Date of the Customers Subscription and shall continue in force until this Subscription ends, subject to the provisions of Clauses 5 and 8.

3. Helpdesk Obligations

3.1 The Helpdesk shall render the Support Services to the Customer in accordance with the provisions of Clause 5 and in accordance with the required Service Levels set out in Clause 6.

3.2 The Helpdesk shall perform its obligations under this Agreement in a reasonable and timely manner in accordance with the provisions of this Agreement.

3.3 The Helpdesk shall provide the Customer with such information and advice in connection with the Support Services and the provision thereof as the Customer may, from time to time, reasonably require both before and during the provision of the Support Services.

3.4 The Helpdesk shall use reasonable endeavours to keep the Customer informed of any special requirements (including, but not limited to, legislative requirements) applicable to the rendering of the Support Services.  To the extent necessary and appropriate, the Helpdesk and the Customer shall promptly take steps to comply with any such requirements.

4. Customer Obligations

4.1 The Customer shall provide the Helpdesk with such information in connection with the Support Services and the provision thereof as the Helpdesk may, from time to time, reasonably require both before and during the provision of the Support Services. The Helpdesk shall not be responsible for any failure to provide the Support Services or any part thereof which results from the Customer’s failure to provide such information.

4.2 The Customer shall perform its obligations under this Agreement in a reasonable and timely manner in accordance with the provisions of this Agreement.

4.3 The Customer shall act in accordance with any and reasonable instructions issued by the Helpdesk in relation to the Support Services. The Helpdesk shall not be responsible for any failure to provide the Support Services or any part thereof which results from the Customer’s failure to follow any such instructions.

4.4 The Customer shall use reasonable endeavours to keep the Helpdesk informed of any special requirements (including, but not limited to, legislative requirements) applicable to the rendering of the Support Services.  To the extent necessary and appropriate, the Helpdesk and the Customer shall (as under sub-Clause 3.4) promptly take steps to comply with any such requirements.  .

5. Provision of the Support Services

5.1 The Helpdesk shall provide the Support Services to the Customer in accordance with the terms and conditions of this Agreement, and the Service Levels as specified in Clause 6.

5.2 The Helpdesk shall provide the Support Services during its Business Hours and on an emergency Out-Of-Hours basis (for Issue Levels 1 only). Support Services shall not be provided on any other basis unless otherwise agreed in writing by the Parties.

5.3 The Helpdesk shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Support Services.

5.4 The Helpdesk shall use all due and proper care to ensure that the manner in which it provides the Support Services does not have any adverse effect on the productivity of the Customer.

5.5 In the event that the Helpdesk commits any breach of any of the terms and conditions of this Agreement by failing to provide the Support Services to the required Service Levels or commits any other breach which adversely affects the provision of the same, the following provisions will apply:

5.5.1 the Customer may give written notice to the Helpdesk requiring the Helpdesk to rectify the breach;
5.5.2 if the Helpdesk fails to comply with any such notice given under sub-Clause 5.5.1 within 14 days:
5.5.2.1 the Customer may obtain any of the Support Services affected by the breach from any external third party until such time as it is satisfied that the breach has been rectified or, in the event of termination of this Agreement, until such time as the Helpdesk’s obligations cease;

5.6 The obligations of the Helpdesk under sub-Clause 5.5.2 shall not be affected by the termination of this Agreement.

6. Service Levels and Response Times

6.1 The Helpdesk shall use reasonable endeavours to provide the Support Services in accordance with the following Issue Levels and Response Times:

Issue Level Response Time
Issue Level 1 – Critical
Business outage or significant customer impact that threatens future productivity
Business hours – Within 1 hour

Out-of-hours – Within 4 hours

Issue Level 2 – Urgent
High-impact problem where production is proceeding, but in a significantly impaired fashion; there is a time-sensitive issue important to long term productivity that is not causing an immediate work stoppage; or there is significant customer concern.
Business hours – Within 4 hours
Issue Level 3 – Important
Important issue that does not have significant current productivity impact
Business hours – Within 1 business day
Issue Level 4 – Monitor
Issue requiring no further action beyond monitoring for follow-up, if needed
Business hours – Within 2 business days
Issue Level 5 – Informational
Request for information only
Business hours – Within 2 business days

6.2 The Response Times set out in sub-Clause 6.1 refer only to the time within which the Helpdesk shall respond to a Support Request.  The Helpdesk gives no guarantee as to the time any given issue may take to resolve save that it hereby undertakes to use reasonable endeavours to resolve issues as quickly as is reasonably possible.

6.3 For the purposes of monitoring and managing performance under this Agreement the Company shall appoint the Helpdesk Performance Representative. It shall be the responsibility of the Performance Representatives to ensure that the Support Services are provided in accordance with the Service Levels and the terms and conditions of this Agreement.

6.4 The provision of the Support Services in accordance with the Service Levels shall be monitor the Helpdesk Performance Representative.

7. Confidentiality and Data Protection

7.1 The Helpdesk and the Customer undertake that, except as provided by sub-Clause 7.2 or as authorised in writing by the other Party, they shall, at all times during the continuance of this Agreement and after its termination:

7.1.1 keep confidential all Confidential Information;
7.1.2 not disclose any Confidential Information to any other person;
7.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms and conditions of this Agreement;
7.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
7.1.5 ensure that none of its sub-contractors, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 7.1.1 to 7.1.4 above.

7.2 Either Party may:

7.2.1 disclose any Confidential Information to:

7.2.1.1 any sub-contractor or supplier of that Party;
7.2.1.2 any governmental or other authority or regulatory body; or
7.2.1.3 any employee or officer of any of the aforementioned persons, parties or bodies (or of that Party);
to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 7.2.1.2 above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 7, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

7.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.

7.3 The provisions of this Clause 8 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

8. Termination

8.1 This agreement will automatically terminate at the end of the Customers Subscription period.

8.2 Either Party may forthwith terminate this Agreement by giving written notice to the other Party if the other Party commits a material breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 14 days after being given written notice giving full particulars of the breach and requiring it to be remedied.

8.3 The right to terminate this Agreement given by this Clause 8 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

9. Post-Termination

Upon the termination of this Agreement for any reason:

9.1 any rights or obligations to which any of the Parties to this Agreement may be entitled or be subject before its termination shall remain in full force and effect where they are expressly stated to survive such termination;

9.2 subject as provided in this Clause 9, and except in respect of any accrued rights, neither Party shall be under any further obligation to the other;

9.3 each Party shall return to the other Party any materials in which the ownership has not been transferred to that other Party which have, for any reason, been provided for the purposes of this Agreement; and

9.4 each Party shall (except to the extent referred to in Clause 7) forthwith cease to use, either directly or indirectly, any Confidential Information, and shall forthwith return to the other Party any documents in its possession or control which contain or record any Confidential Information.

10. Force Majeure

Neither Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the reasonable control of the Party in question.

11. Nature of the Agreement

11.1 This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

11.2 No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

12. Severance

The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

13. Relationship of the Parties

Subject to any express provisions to the contrary in this Agreement, neither Party shall have the right or authority to, and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the other Party or bind the other Party in any way.

14. Notices

14.1 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised representative of the Party giving the notice.

14.2 All notices under this Agreement shall be sent by email and shall be deemed to have been duly given when sent provided a transmission report or return receipt is generated.

15. Law and Jurisdiction

15.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

15.2 Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.