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Service Level Agreement

(1) JUST FOR A CHANGE UK LIMITED, T/A Rectuoso Database (rectuoso.co.uk) a company incorporated in England and Wales (registration number 08826178) having its registered office at 1 Watson Street, Manchester, M3 4EE, United Kingdom (the “Vendor”);

(2) THE CUSTOMER.

BACKGROUND:

A) The Vendor has developed certain software applications and platforms which it makes available to subscribers via the internet on a subscription price as listed on Vendor's website. B) The Customer wishes to use the Vendor's service for its business operations. C) The Vendor has agreed to provide and the Customer has agreed to take and pay for the Vendor's service subject to the terms and conditions of this agreement.

Vendor Services

Hosting Facility Services 

Vendor assumes all responsibility for the computing environment supporting the hosted applications. 

Operations/Monitoring Services 

Services provided by Vendor are supported by a 24x7 automated and alert monitoring system. 

Application Administration Services 

Vendor will own and manage the application, related databases, supporting computing hardware, and necessary operating systems. 

Application Recovery Services

Vendor will provide the following Recovery Services:

 Hosting Infrastructure and environment recovery processes.

 Application recovery processes.

 Offsite data backup storage via media (e.g. tape) or cloud including rotation, retention, and periodic testing of data backups. 

Data/Information Security Services 

Vendor will ensure all security requirements are adhered to over the life of the contract to protect data of the customer. 

Data Storage and Retention 

Vendor will ensure the data is stored and retained over the life of the contract. 

Problem Management/Customer Support Service 

Vendor provides problem management support. The Customer will direct problems encountered to a Problem Management/Customer Support contact as identified by Vendor.

Problems will be assigned a severity level according to the table below.

Severity Level Decription & Management

1. Severity Level 1 - 100% resolved within 8 hours

Mission critical business process(s) unable to function – The System is not functioning and there is no workaround that is acceptable to the Customer, thereby preventing a department or workgroup from performing a mission critical business function(s).

2. Severity Level 2 - 100% resolved within 24 hours

Significant impact to Mission critical business process(s) – A major problem impedes the ability to perform mission critical business function(s) due to major functionality not working. A temporary workaround that is acceptable to the Customer is available.

3. Severity Level 3 - 80% resolved within 5 working days. 100% resolved within 10 working days.

Not able to accomplish all functions - Minor function(s) not working causing non critical work to back up.

4. Severity Level 4 - 80% resolved within 20 working days. 100% resolved within 45 working days.

Inconvenience – The System is causing a minor disruption in the way tasks are performed, but does not stop workflow. Able to accomplish all functions, but not as efficiently as normal. May include cosmetic issues - especially in constituent facing applications.

Service Level Agreement (“SLA”) 

1. Uptime Commitment

a) Subject to the terms of this SLA, Rectuoso Database will have a 99.9% availability each calendar month (the “Uptime Commitment”).

b) The availability of Rectuoso Database for a given month will be calculated according to the following formula Availability = ((TMM-TMU) x100)/TMM. Where Total minutes in the month= TMM Total minutes in month Unavailable = TMU. c) For purposes of this calculation, Rectuoso Database will be deemed to be unavailable to the extent the applicable Rectuoso Database server will not accept connections. Rectuoso Database will not be deemed Unavailable for any downtime or outages excluded from such calculation by reason of the exceptions set forth below in this SLA. Vendor records and data will be the sole basis for all SLA calculations and determinations.

2. Maintenance and Other Exceptions

a) Rectuoso Database will not be considered to be Unavailable for any outage that results from any maintenance performed by Vendor (i) of which Customer is notified at least 48 hours in advance; (ii) during Customer’s implementation period; (iii) during Rectuoso Database then-current standard maintenance windows (collectively referred to herein as “Scheduled Maintenance”); or (iv) as a result of Customer’s request outside of the normally scheduled maintenance.

b) Rectuoso Database will not be considered Unavailable for any outage due to (I) Customer's Data or application programming, acts or omissions of Customer or its agents, failures of equipment or facilities provided by Customer, network unavailability or bandwidth limitations outside of the Vendor network; (ii) issues arising from bugs or other problems in the software, firmware or hardware of Customer; or (iii) force majeure events. The configuration being provided under this SLA is based on assumptions made by Customer and based on information provided by Customer. As a result, Vendor will not be responsible, under this SLA or otherwise, for any outages or performance issues caused by inaccuracies in these assumptions, including equipment and software failures or performance problems caused by traffic volume or the number of concurrent user sessions.

3. Remedies.

1. Customer will have the rights set forth below relating to Vendor Services. This SLA provides Customer's sole and exclusive remedy for Vendor failure to meet the Uptime Commitment. All standards and commitments are subject to the limitations and exclusions set forth herein.

2. If the Availability of Rectuoso Database for a given month is less than the applicable Uptime Commitment, but 99% or higher, Customer will receive a 10% service credit for such month. If the Availability of Rectuoso Database for a given month is 98% or higher but lower than 99%, Customer will receive a 25% service credit for such month. If the Availability of Rectuoso Database for a given month is lower than 98% and higher than 95%, Customer will receive a 50% service credit for such month. If the Availability of Rectuoso Database for a given month is lower than 95%, Customer will receive 100% service credit for such month.

3. In the event Customer is not current in its payment obligations when an outage occurs, remedies will accrue, but service credits will not be issued until Customer becomes current in its payment obligations.

4. To receive service credits, Customer must submit request to This email address is being protected from spambots. You need JavaScript enabled to view it. , within 30 days after the end of the month in which the Rectuoso Database failed to meet the Uptime Commitment, or Customer’s right to receive service credits with respect to such unavailability will be waived.