* Subject to terms and conditions of applicable Agreement and Order Form.
Vendavo’s standard availability commitment is Uptime of (i) 99.9% for Customers who purchase Disaster Recovery on an applicable Order Form, or (ii) 99.5% for Customers who do not purchase Disaster Recovery (“Standard Availability”). Vendavo calculates Uptime on a monthly basis utilizing the following formula:
“Uptime” = [(Total Time – Unavailable Time) / Total Time] x 100.
Vendavo aims to respond to Customer’s report of issues, based on priority, in accordance with the table below. A response is an initial reply to the reported issue and may not constitute a resolution. The below SLA does not apply to any reported issue which relates to product enhancement.
Priority Level | Description | Targeted Response |
Priority 1 (Urgent) | Production system is severely impacted or completely shut down, or mission critical applications or system operations are down. No workaround is available. High user impact. | 1 Business Hour |
Priority 2 (High) | Production system is functioning with limited capabilities, is unstable with periodic interruptions, or a critical application or business process has experienced interruptions. No workaround is available. Low to high user impact. | 4 Business Hours |
Priority 3 (Normal) | There are errors with workaround solutions in a fully operational production system, or there are errors in non-critical functions in production system. Low user impact. | 1 Business Day |
Priority 4 (Low) | Customer requests information, clarification on procedures, or a product enhancement. Low or no user impact. | 4 Business Days
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Customer agrees to reasonably cooperate with Vendavo in the diagnosis and resolution of issues covered by this SLA including, but not limited to, making available reasonably skilled technical resources from Customer staff to assist with the resolution process and providing access to the hardware and any additional software involved in discovering or resolving the problem.
If Customer experiences Uptime less than Standard Availability in a calendar month, Customer is eligible for a service credit from Vendavo as set forth below (“Service Credit”). The Service Credit is calculated by multiplying Customer’s pro-rated monthly fees for the Software for the calendar month in which the Service Credit was incurred by the percentage Service Credit shown in the table below that corresponds to the actual Uptime of the Software during that month. The Service Credit shall be calculated using the relevant Service Credit Percentage specified below applied against Customer’s pro-rated monthly fees for the affected Software or Cloud Services. Service Credits shall be applied against forthcoming invoices issued by Vendavo to Customer.
Uptime | Service Credit Percentage |
99% – 99.8% | 2.5% |
95% – 98.9% | 5% |
Below 95% | 10% |
In the event that the Availability is less than 90% for three consecutive months, Customer shall have the right to terminate the applicable Order Form. This SLA provides Customer’s sole and exclusive remedy for Vendavo’s failure to meet the standards and commitments established in this SLA.
To make a claim, Customer must be in compliance with the terms of the Agreement and Order Form(s). Customer must provide sufficient evidence to support the claim. Vendavo will use all information reasonably available to it to validate claims and make a good faith judgement on whether a Service Credit applies to the claim. Vendavo will use commercially reasonable efforts to process claims within 45 days.
Certain capitalized terms used in this Service Level Agreement (“SLA”) shall have the meanings assigned to them as set forth herein. Capitalized terms used, but not defined, in this SLA shall have the meanings given them in the Master Agreement between Customer and Vendavo.
a. “Available” or “Availability” means the applicable Software and Cloud Services are responsive and available at the production URL specified and authorized by Vendavo for use by Customer, as measured on a calendar monthly basis and subject to Excused Downtime (as defined below).
b. “Business Day” means a day on which normal business operations are conducted, being Monday to Friday and excluding Vendavo designated public holidays as applicable.
c. “Business Hour” means a working hour during the Business Day between 8am and 5pm in the time zone of the primary stakeholder designated by Customer.
d. “Downtime” means any period of time (other than Uptime or Excused Downtime) when the Software is not Available.
e. “Edge Device” is the point at which data ceases travelling on Vendavo’s network and begins routing through the public internet to Customer’s destination.
f. “Excused Downtime” means Downtime resulting from any of the following:
i. Planned Downtime;
ii. Third party software or services Customer deployed to run in connection with the Software;
iii. Customer’s lack of availability or untimely response for one hour or more to issues that require participation for source identification and/or resolution, or failure of Customer to meet its responsibilities for any prerequisite services;
iv. Actions or inactions of Customer’s employees, agents, contractors, vendors, or anyone gaining access to the Software or Cloud Services using Customer’s passwords or equipment;
v. Outages due to acts or omissions of Customer or personnel other than representatives of Vendavo;
vi. Outages due to Vendavo’s shutdown of the Software or Cloud Services (as described in Vendavo Services Descriptions) in response to a threat or perceived threat to security or integrity;
vii. Outages due to work performed at Customer’s request, where Customer is notified that such work may require or result in an outage;
viii. Outages due to Customer’s breach of the Agreement;
ix. Outages due to failure or disruption of the internet or other network components at any point beyond Vendavo’s Edge Device, including denial of service attacks;
x. Customer’s use of beta testing, trial and/or free offers, early access programs, demonstrations, and/or similar offerings; or
xi. Any force majeure event.
g. “Planned Downtime” means routine maintenance or upgrades,(i) which are scheduled to occur during a specified maintenance window, and/or (ii) for which Vendavo will provide Customer with at least 14 days’ prior notice.
h. “Total Time” means the total number of minutes in a calendar month.
i. “Unavailable Time” means any period of time (other than Planned Downtime or Excused Downtime) when the Software is not Available.
j. “Unplanned Downtime” means the total number of hours that Software is not Available in a billable month, excluding (in each case) Excused Downtime.
