SERVICE LEVEL AGREEMENT
Updated Date:
This Service Level Agreement (“SLA”) sets forth Wonderful’s service level commitments to Customer (“Service
Level”) under the Master Services Agreement and the applicable Order Form (collectively, the Services Agreement
and all Order Forms under it, including all exhibits or attachments thereto, the “Agreement”) and forms an integral
part therein. Any failure to meet a Service Level will be reasonably resolved by or on behalf of Wonderful in
accordance with this SLA. Capitalized terms used but not defined in this SLA will have the meaning set forth in the
Agreement.
1. DEFINITIONS
1.1. “Availability” the availability percentage commitment which is set forth in Service Level Commitment
section below.
1.2. “Business Hours" means either Sunday-Thursday from 07:00-19:00, or Monday- Friday, 07:00-
19:00, excluding religious or national holidays, depending on Customer’s region.
1.3. “Downtime” means complete lack of Availability.
1.4. “Incident” means any single event or set of events, errors or failures resulting in an unscheduled
Downtime.
1.5. “SLA Exclusions” means Incident or unavailability resulting from: (i) Scheduled Maintenance; (ii) Force
Majeure; (iii) access, use or operation of the Platform with any other Equipment or hardware, software or
programming languages or in an environment other than intended or recommended by Wonderful; (iv)
due to modifications, alterations and repairs to the Platform not made by Wonderful; (v) due to misuse,
accidents or improper use or access or maintenance not performed by Wonderful; (vi) due to Customer’s
failure to implement updates and patches; or (vii) due to Incident caused due to Customer Data. Further,
Beta Service or evaluations shall be excluded from any Service Level Commitments.
1.6. “Scheduled Maintenance” means scheduled maintenance on the Services, including installing upgrades,
fixes, or reconfigurations. For the avoidance of doubt, Scheduled Maintenance is excluded from the
calculation of Downtime. Wonderful provides Customer with reasonable prior notice of such Scheduled
Maintenance, which shall not be less than two (2) days, except in the event of an emergency maintenance.
1.7. "Customer Data" as defined in the MSA.
1.8. “Service Credit” means a Credit, calculated as set forth below, that Wonderful may credit back to
Customer’s Account, or offset from future Credit purchase, or suggest a percentage of discount on
Credits or monthly fees, to the extent applicable.
2. SERVICE LEVEL COMMITMENT
2.1. Platform: Wonderful shall ensure that the Wonderful Platform is available at least 99.9% of the time ,
calculated on a monthly basis (“Service Level Commitment”). Service Level Commitment shall be
determined for each five (5) minute interval as the percentage of requests processed by Wonderful that
do not result in an Incident. In the event that no request is made during a given five (5) minute interval,
such interval shall be deemed to have 100% availability.
2.2. The Service Level Commitment shall not apply in the event of SLA Exclusions or any periods of
unavailability resulting from misuse of Agents or configurations outside Wonderful’s recommendations.
Customer shall be solely responsible for ensuring that its computers, operating systems, networks,
network connections, telecommunications facilities and devices meet all technical specifications
necessary to access and use the Platform.
3. SERVICE CREDITS
3.1 In the event unscheduled Downtime occurs or Wonderful did not comply with the Service Level
Commitments, it will be deemed a “Service Level Failure” with respect to such monthly measurement
period. Service Credits are calculated as a percentage of the Fees paid by Customer or Credits purchased
by Customer as set forth in the table below:
Monthly Availability | Service Credit Percentage |
|---|---|
< 99.9% to 98.0% | 10% |
< 98% to 95.0% | 25% |
< 95.0% | 40% |
3.2 To be eligible for Service Credits, Customer must reasonably self-diagnose and report a suspected Service
Level Failure that occurred during a bona fide attempt to access and use the affected Service and must
provide supporting evidence of the failure as well as Customer’s access and usage attempts. Customer
may request the Service Credit via the Platform. Service Credits are Customer’s sole and exclusive remedy
for failure to meet the Service Level Commitment.
3.3 The parties acknowledge and agree that obligations under this SLA are Customer’s sole and exclusive
remedy for any Service Level Failure (including any Downtime causing or contributing to the Service Level
Failure) and will not be deemed to be penalties.
3.4 The total maximum number of Service Credits to be issued by Wonderful to Customer for any and all
Downtime that occur in a single billing month will not exceed 50% of the amount due by Customer for the
Service for the applicable month. Financial Credits will be made in the form of a monetary credit applied to
future use of the Service and will be applied within up to 60 days after the Credit was requested as
additional Credits directly to Customer’s Account or discount.
4. SUPPORT CHANNELS AND ESCALATION PROCEDURE
4.1. The Customer shall first submit the Incident through the ticketing system available in the Platform and/or
in writing to Customer’s point of contact in Wonderful, and shall provide Wonderful with sufficient details
to enable Wonderful to accurately diagnose and reproduce such Incident. Wonderful’s support team will
respond in accordance with the severity levels and response times described in this SLA.
4.2. If the Customer is not satisfied with the resolution or progress of a support ticket or Incident, the Customer
may request escalation to a support manager. The support manager will review the Incident and provide
an update or resolution plan within one (1) Business Day. If the issue remains unresolved after escalation
to the support manager, the Customer may request further escalation to Wonderful’s senior
management. Senior management will engage with the Customer within two (2) Business Days to discuss
and seek resolution. All escalations should include the support ticket number, a summary of the issue, and
a description of actions taken to date. Wonderful will use commercially reasonable efforts to resolve
escalated Incidents as promptly as possible.
5. EXPECTED RESPONSE TIME
Customer shall promptly notify Wonderful in detail of any Incident upon its knowledge thereof as set forth
above. Wonderful shall label the Incident according to one of the following severity levels and such Incident
shall be processed by Wonderful according to its severity level, as determined by Wonderful, and in the order
that the Incident was reported. Wonderful cannot and does not warrant or represent that any or all Incidents
can or will be corrected. The severity list and response time commitments are listed below:
Severity Level Classification | Definition | Initial Response Time |
|---|---|---|
Critical | An Incident whereby material aspects or portions of the Services are inaccessible and such inaccessibility materially affects Customer’s business or which creates an emergency with substantial impact including by making all or a substantial part of the Services unusable. | Within 3 hours. |
Major | means a fault that is significant in | Within 3 Business Hours. |
Minor | means a fault such as a Services feature not functioning as intended that does not stop Customer from operating its business. | As soon as reasonable and practical |