SERVICE LEVEL AGREEMENT (SLA)

This Service Level Agreement (“SLA”) is an integral part of the Agreement between Orangescrum (“Provider”) and the Government Agency (“Customer”).

1. Definitions

1.1 “Service” means the Orangescrum software SaaS, hosting, maintenance, support, APIs, and associated services as set out in the Agreement.

1.2 “Downtime / Unavailability” means any period during which the Service is not accessible or usable by the Customer, excluding scheduled maintenance and agreed exclusions.

1.3 “Scheduled Maintenance” means pre-announced maintenance windows.

1.4 “Incident / Service Incident” means any event that is not part of the standard operation of the Service that causes or may cause interruption, reduction, degradation or failure of the Service.

1.5 “Response Time” means the maximum time between when a customer reports an Incident (or Provider becomes aware) and when Provider begins corrective actions.

1.6 “Resolution Time” means the maximum time to remedy or provide a workaround for an Incident, depending on priority.

1.7 “Service Credit” means a credit or compensation (e.g. waiver of fees) when SLA commitments are not met.

2. Service Availability/Uptime Guarantee

• Provider guarantees 99.9% uptime (or a higher percentage as negotiated, e.g. 99.95%, 99.99%) in any calendar month, excluding Scheduled Maintenance and Excused Downtime (see exclusions).
• Downtime Calculation = Total minutes in month minus Total minutes of Service unavailability, divided by total minutes, expressed as a percentage.

3. Exclusions/Excused Downtime

The following do not count toward unavailability:

• Scheduled Maintenance (provided advance notice)
• Customer’s actions or omissions (e.g., misuse, third-party integration problems, network issues on the customer side)
• Factors outside reasonable control (force majeure, telecommunications failure outside the provider’s network, denial-of-service attacks beyond what reasonably can be mitigated)
• Beta features or non-production environments (if agreed)

4. Incident Response & Resolution/Support Levels

These are targets; actual times may vary and should be agreed based on complexity.

5. Scheduled Maintenance & Notification

• Providers may schedule routine maintenance windows (e.g. weekly, monthly).
• Customers must be notified at least 48 hours (or agreed period) in advance, with expected start time, duration, and nature of maintenance.
• Maintenance windows should be during off-peak hours as much as feasible (e.g. late nights or weekends).
• The Provider shall strive to keep maintenance downtime minimal and will not exceed agreed duration.

6. Service Credits/Remedies

If the Provider fails to meet the uptime commitment in a given month, Customer is entitled to Service Credits according to the following scale (example):

• Credits are applied as a rebate or deduction from future fees.
• To claim credits, the customer must notify Provider in writing within 10 business days of the end of the month, providing incident logs and evidence.
• Credits are the sole and exclusive remedy for unavailability, except where otherwise required by law or agreed.

7. Monitoring, Reporting & Audits

• Provider will monitor system performance, key metrics (response times, load, errors) and provide monthly reports to Customer (availability, incident history, improvements).
• Customers may audit or ask for logs or access (with prior notice) to verify SLA compliance, subject to security and confidentiality.
• For government clients, Providers may agree to allow periodic security audits (by a third party, or via “agreed auditor”) under confidentiality protections.

8. Escalation & Governance

• A joint governance committee or designated contacts from both sides shall meet periodically (e.g. quarterly) to review performance, issues, roadmap, and continuous improvement.
• Escalation path shall be defined (e.g. support engineers → technical manager → operations head → executive sponsor).

9. Term, Termination & Effect of Termination

• The SLA term aligns with the main agreement.
• Upon termination or expiration, Provider will continue to meet obligations, and will cooperate in data migration, export, or orderly transition.
• Any credits or remedies due at or after termination must still be honored.

10. Changes to SLA

• Providers may propose changes to the SLA, subject to Customer approval and reasonable notice (e.g. 60 days prior).
• Such changes shall not reduce previously agreed minimum levels of service.